Creatures of Old
by Prince Firestorm
Summary: Twilight has screwed up BIG TIME when one of her spells goes wrong and not only afficting herself, but all of Equestria in the proccess. Every pony has been turned into mysteryous creatures that haven't been seen in Equestria or all of the world in over thousands of years. Contains Nudity violence, strong language, sexual humor and refferences, and pony mischief
1. Wrong Spell

Twilight had drawn a circle in the middle of the main room in her library with candles set up around it and with her sitting in the center. Spike sat behind a wall of sandbags in the corner with an army helmet on his head just waiting for the worse to happen. "Twilight are you sure you should be practicing this high level of a spell without Celestia or Firestorm here to make sure nothing goes wrong?" Spike said as he peaked over the sand bags and looked at the purple unicorn who was sitting with her legs crossed and her eyes closed.

"Spike I am pretty sure I know what I am doing, and besides, Celestia sent me that letter to practice spell 650 in the Article of Spellcraft" Twilight reassured him.

"What is this spell supposed to do anyway?" the dragon asked as he ducked behind the sandbags again.

"I think it is supposed to summon fruits and vegetables from other dimensions, feeding the hungry and homeless" Twilight answered as her horn began to glow a bright pink. Spike pulled the helmet over his head even tighter for fear of something about to go awry with this spell. The lights on the candles that Twilight had lit were blown out by several gusts of wind coming from her glowing horn. The room illuminated a bright pink glow as her eyes went white and a bright flash occurred, followed by a loud bang which caused a loud ringing in spikes ears and all the windows on Twilights house to shatter and send glass into the streets. The blinding light cleared and spike opened his eyes and held his head between his claws to ease a headache he had just gotten. The purple dragon staggered out from behind the sandbags and walked over to where Twilight was which was covered in a cloud of smoke.

"Twilight I told you something was going to go wrong but you didn't listen" Spike coughed as he walked through the cloud of smoke blindly until he tripped over something soft and warm. He turned over and saw it was something with a humanoid figure with a medium bulge on its chest. Its head was shaped similar to a normal pony's head only more pronounced. "Twilight?" Spike said as the smoke cleared and there in the middle of the room lying naked was some sort of cross between a pony and human. Her skin was a light purplish pink color with long strait dark bluish purple hair with a pink and purple stripe running near the middle. Her tail which came out at the base of her spine was similar in design. Her feet were now flat like a person foot only with four toes and at the end of two shaped legs which were crossed over so not to reveal her womanhood. Two long groups of hair hung down from her head and covered up her nipples on her medium sized breasts which Spike stared at confused. She awoke and lifted her arms and rubbed her eyes with her hands which only had four fingers on each and looked over at Spike who had a looked of extreme confusion on his face as he stared into her purple eyes as she slowly stood up and rubbed her head and then her horn since that spell left a burn mark on it.

"What's wrong spike?" Twilight asked confused as he stared at her crotch with his face turning a bright red. She looked down and saw two purple breasts hanging from her chest. "HOW DID THESE GET UP HERE!?" Twilight said as she covered her crotch with her hand and her breasts with her arm as she ran up the steps of the library and into her room, slamming the door behind her as Spike passed out on the floor with a nosebleed. "What happened to me?" Twilight asked herself as she looked at her naked humanoid body in the mirror and saw that her hair hung down to her mid back. "I think I should cover myself up, for some reason I just feel….exposed" she shivered as she used her magic to open a nearby trunk and pull out an outfit which for some reason had its shaped magically changed to match the shape of her new body. "This is really starting to get weird" Twilight said as she put on a white colored dress shirt and a purple tie with a light purple sweater vest. She grabbed a pair of red panties and slipped them on but looked at her upper thigh to see her cutie mark was still there luckily. She also picked up a purple plaid skirt and slid it on as well as a pair of purple sneakers. She ran down the steps, still trying to get used to walking on two legs, when she heard the doorbell ring. "Spike could you get that real quick?" Twilight said only to hear no response. Twilight walked into the room where she last saw Spike to see him still passed out on the ground with blood running from his nose. 'Why are boys such idiots?" she grunted as she grabbed a nearby book and ran over to the door which was now being banged on furiously from the other side. "Calm the hell down, I'm coming!" Twilight yelled as she opened the door to see two figures outside her door, also of humanoid shape. One of them was taller than the other by a good bit.

"Twilight, what the hell did you do?" the shorter one growled. Twilight looked to see she had a rainbow colored mane that hung to her shoulder blades and cyan skin. She wore a tight white tank top which hugged tightly to her breasts which were slightly larger than her own. Over the tank she wore a leather jacket with a fur collar with a number 20 on the back. She also wore grey short cut jean shorts which also hugged her body which was somewhat muscular but beautiful to look at. Her rainbow colored tail hung out from the back of her short shorts and two medium sized cyan wings that rested flat against her back down to where her pants line was. She had on knee high socks and running shoes that were the colors of the rainbow. Her eyes where a reddish pink color and part of her cutie mark on her upper thigh was showing which was a cloud with a tricolored lightning bolt.

"Take it easy Dash" the taller one said. Firestorm looked at his face to see he had the head shape of a stallion and a horn on his head. His skin was a golden blonde color and his hair was medium length and spiked up and red and swaying side to side a bit. His eyes were a deep blue color and he had a friendly smile on his face. His body was fairly built, more defined then anything. He wore a red T-shirt with the angel of death on it. He also wore relaxed fitting black jeans and black and red sneakers. He had cut two holes in the back of the shirt so his wings could stick out, which hung down to the back of his upper leg like angels wings, while his tail hung out to his mid leg.

"I will not take it easy, just look at me! This is not what a pony is supposed to look like!" Rainbow Dash yelled while waving her arms around in the air.

"Wait, so you guys got affect by the spell as well?" Twilight asked as she let them inside and picked up spike and put him over her shoulder as if she were holding a baby, which she kinda was.

"Not just us, every pony in Equestria!" Dash exclaimed when she realized something. "So you are responsible for this?" Rainbow yelled as she rolled up the sleeve on her right arm and began to walk towards a scared Twilight with a balled up fist.

"Toby, hold her still" Firestorm sighed as the cobra slithered from the inside of his shirt and wrapped around Rainbow's legs and wings so she couldn't move.

"Celestia damn it all!" Rainbow Dash growled a she rolled around on the floor trying to get free.


	2. Senseless Violence

"So what your saying is that you used the wrong spell when Tia and I sent you that letter to practice the food generation spell, and you can't figure out which one it is?" Firestorm asked as he sat in a chair with his right leg propped up on his left knee.

"Pretty much, but I don't know what I could have done wrong though, I followed the steps to the letter!" Twilight said holding her head between her palms to try to think of what could have gone wrong.

"Was there anything in the ritual circle that shouldn't have been? A rock, a gem, a misplaced candle perhaps?" Firestorm question as he looked over at Rainbowdash still trying to break free from Toby's grip which was futile. "I will let you go when you calm down Dash" Firestorm smirked at her.

"F-fine!" Dash yelled as she stopped moving and Firestorm motioned for Toby to uncoil from around her. The snake let go and slithered over to his master where he wrapped around his right arm with his head on the back of Firestorm's hand. Dash stood up and mumbled something to herself as she walked over and leaned her shoulder on the chair Firestorm was sitting in. Twilight was muttering something inaudible to herself while Spike stood in the room where the ritual circle was and picked up a sapphire he had carelessly dropped into the circle before the spell was used. He shrugged and ate it and with his stomach full, he proceeded to go to the study where the three friends sat thinking. Once Spike entered the room Firestorm looked over at him and began to speak.

"Spike did you happen to see anything in the circle before Twilight used the spell? Like something solid and fairly dense?" Firestorm asked with a brow raised. Spikes eyes went wide for a moment when he remembered the gem he had just ate.

"Um, n-no I don't think so" Spike chuckled nervously as Firestorm just stared at him for awhile with any and all expressions gone from his face.

"Well ok then!" Firestorm smiled as he pet Toby and looked at the still thinking Twilight Sparkle. "It may take some time to figure out what went wrong but I know a pony that can tell us what were are turning into" Firestorm smiled as he raised his ear to the sound of the door flying open from a kick.

"Twilight!" a southern voice said from the main entrance of the library. Twilight face palmed because she knew exactly who it was. "Where the hell are you!?" the angry southern voice said again. Twilight got up from her chair and was followed downstairs by Firestorm and Rainbow Dash, whom he had his arm around.

"Yes Applejack?" Twilight said with some slight irritation in her voice as she forced a smile for her friend. Applejack came into Twilight's field of vision and she looked to see she had on skinny jeans, cowboy boots and had a lasso hanging from her belt. She also wore a white t-shirt with an apple on it and a small tan jacket that was unbuttoned and hung down to right below her breasts which were the same size at Rainbow Dash's. Her skin was still a tannish orange color and her hair was still its bright blonde color with it tied up at the end as was her tail, her hair hung down to her mid back.

"Just what in hell has happened to us? Every pony in Equestria is now a…whatever the hell these things are!" Applejack yelled as she looked to see Firestorm laughing at her. "Somethin' funny partner?" Applejack said with an eye twitching.

"It's just something funny Shadowstorm said just now" Firestorm chuckled.

"Let that bastard out, I wanna here what he said" Applejack growled as Firestorm shrugged and clapped his hands together once and slammed them on the floor, causing a bright flash and a new figure to appear. He was the exact same height as Firestorm. His hair was the same style but only a bright bue with dark blue highlights running through it. His skin was a pale yellow color and he was the same build as Firestorm as well as facial structure. His eyes were black with red irises and his teeth were sharp and pointed. His shirt was blue with a white angel of death on it and he wore white loose fitting jeans with white and blue sneakers. His wings and horn were the exact same size as Firestorm but only a pale yellow like his skin.

"Hello girls" he smirked as Firestorm smacked him on the back of the head. "What the hell dude!" Shadowstorm groaned as Firestorm just shook his head.

"What you said was funny but it was also kind of inappropriate" Firestorm said shaking his head. Applejack picked up Shadowstorm by the shirt and pinned him to the wall even though he was taller than she was.

"What did you say 'bout me?" Applejack said with a vein pressing against the skin on her forehead.

"I forgot" he chuckled as he looked down to see Applejack's large breasts pressing against his chest. He smirked since he was able to see down her shirt. "I can see down your shirt" he smiled showing his white spiked teeth. Applejack drew her right arm back and made a fist and planted it into the side of his face, sending him through the wall and into the street. She had actually hit him so hard that his shirt had fallen off and his lie shirtless in the street with his tongue hanging from the side of his mouth and blood coming from his nose and a giant bruise on the side of his face. On both of his pecs were two black demon skulls that were shaped just like his cutie mark. Twilight stood with her eyes wide and her mouth hanging open at the giant hole that Applejack had made in her wall.

"Remind me not to piss her off" Firestorm whispered as he hid behind Rainbow Dash while peeking over her shoulder. Shadowstorm lay in the street unconscious but twitching as three more mares approached and stood over him. One had a curly pink mane and light pink skin as well as a curly pink tail. She wore a faded blue pair of skinny jeans and yellow sneakers and a light pink shirt with three balloons on it that fit her loosely but still showed off her medium sized breasts. Another was a white unicorn looking one with a curled purple mane that hung over her right eye with her horn poking through the hair. Her outfit was a black skirt that hugged tightly to her legs and a red blouse with a black sash around the waist. The color was undone a bit and showed a bit of her breasts that were a bit bigger then Applejacks, and a pair of black sparkly heels. The last was a yellow pegasus with a green turtleneck sweater on that hugged her a good bit and showed that she had at least a DD cup in breast size. She had on yellow skinny jeans and pink dress shoes. Her mane was long and a light pink and it hung to right above her waist and over one of her eyes. Her tail hung to where it almost drug across the ground.

"Do you think he is ok?" the yellow one asked as she looked up to see Applejack with a bit of steam coming from her fist as she shook it off.

"You had that comin' Shadow" she sighed as she looked at the three other mares in the street. "Rarity, Pinkie Pie, Fluttershy come on in, we were just talkin' 'bout what we were gonna do to fix this" she smiled.

"We were?" Rainbow said as she was elbowed by Firestorm but he aimed a bit too high and hit her in her boob which hurt her a bit. She cocked her fist back and punched him in the face and knocked him out cold onto the floor of Twilight's library. "That…hurt" Rainbow said.


	3. Seeking Answers

Firestorm and Shadowstorm lie unconscious in a corner together with bruises on their faces. They had put Shadow's shirt back on him and sat him leaning against Firestorm who was muttering something in his sleep. "Finally its quiet" Rainbow Dash sighed massaging the breast that Firestorm accidently elbowed since it was sore.

"So Twilight, what exactly did you turn all the ponies in Equestria into?" Rarity asked as she sat on a nearby chair with her legs crossed.

"I have no clue whatsoever" Twilight said flipping through a book with a list of every species of living thing in the world in it.

"The egghead has no clue what we are, that's just great" Rainbow Dash said as she ran her fingers through her rainbow colored hair.

"Um, do you think maybe Firestorm might know?" Fluttershy spoke up.

"Well we can't exactly ask him now can we? Since some pony over reacted and knocked him out" Rarity said shooting a look at Rainbow Dash who was resting her head on her hand.

"Hey! He hit me in the boob, he had it coming!" Rainbow growled.

"Well I thought you were used to him touching your breasts Rainbow Dash" Rarity giggled causing Rainbow's cheeks to turn a bright red.

"Yeah but…they were down between my legs then! This is different" Rainbow Dash stuttered.

"GIRLS! Let's focus at the problem at hand right now!" Twilight yelled causing all of them to be quiet.

"I'll wake 'im up and ask 'im" Applejack sighed as she walked over to Firestorm and picked him up by the front of his shirt and tapped his cheek with her hand to try to wake him up. When that failed to work she full on smacked him, causing his eyes to fly open and him to scream in pain.

"Son of bitch that hurts!" Firestorm groaned as he stood up and looked down at Applejack. "What the hell?" he asked her but was only answered by a chuckle.

"Firestorm, do you know any pony who might know what we are?" Twilight asked him as he rubbed his cheek and thought.

"Let me see here…" he said as he paced back and forth. He leaned against a book shelf and rubbed his chin as he thought. "Tinker might know" Firestorm suggested.

"You mean that mechanic with the metallic back leg?" Pinkie asked as she hung upside down from a book shelf.

"He isn't just a mechanic, he is also a major historian, the reason he became a mechanic is because he had learned everything about the history of this world and found nothing else left to learn" Firestorm said as Pinkie jumped down and landed on both of her feet.

"Well where do we find him?" Twilight asked as Firestorm put his hand on Shadowstorm's forehead and absorbed him into his body.

"The Everfree forest of course" Firestorm smiled as Fluttershy froze up and fell over.

"Oh I just remembered, I have to uh, go watch the shop for Mr. and Mrs. Cake" Pinkie said as she ran out the door of the library.

"Well I am not going into that dark and muddy forest again, you will have to go without me as well" Rarity said as she stood up and walked out of the library and towards her boutique.

"I would go but I gotta help Big Mac get all the apples harvested in the north field before the critters get to em" Applejack said as she walked out through the hole she hand made by punching Shadowstorm through the wall.

"Well Twilight it looks like it's just me, you, and Fluttershy" Rainbow Dash said as she looked to see where Fluttershy fell over to find the only thing there was three yellow feathers. "That little scardy pony" Rainbow Dash chuckled as she looked over to see Firestorm pull a rolled up map from Twilight's book shelf and unroll it to show it was of the Everfree forest.

"I am gonna go on ahead and wait at the edge of the forest for you two, I would suggest changing into something more suited for the environment" Firestorm said as his horn glowed a bright red and he teleported away to a different location.

"Well I guess we better get suited up" Twilight said as she walked into the next room and stripped down to her underwear. She slipped on a pair of purple cargo pants and a light purple t-shirt with a copy of her cutie mark on the back of it as well as a pair of black boots that came up to her mid lower leg. She left eh room and came out to find Dash in a light blue and black skin tight athletic pants that went down to her ankle. She had on a pair of outdoor running shoes that were cyan and black as well. Her shirt was a long sleeved skin tight cyan and grey athletic shirt with a hood on it and the word "Dash" written across the back in bold yellow writing. Also on the back were two wing holes that her light blue wings stuck out from, she also wore a pair of fingerless gloves that had a hole over the back of each of her hands and on each knuckle. "How did you get changed so fast?" Twilight asked.

"I am the fastest pegasus in all of Equestria, do you even need to ask?" she chuckled as she and Twilight walked out through the hole in the wall and looked south towards the Everfree forest.

"Look out!" a girl's voice said from behind them. Rainbow Dash pushed Twilight out of the way and jumped up over and orange and purple blur speed under her. A loud skid was heard and she looked to see Scootaloo on her scooter with her right foot on the ground. She stood at least 4 feet in height and she wore white and purple sneakers, purple shorts, and a loose orange t-shirt, her hair was the same style only a bit longer in the back and her skin was still an orange color.. "I am so sorry! I didn't see you there" the little filly apologized as she looked to see Rainbow Dash with one hand on her hip looking down at her with a smile on her face. "Rainbow Dash!" Scootaloo said with a smile on her face.

"Hey Scoot" Rainbowdash chuckled as she ruffled Scootaloo's hair with her hand. "Wish I could stay and chat but Twilight and I have to meet Firestorm at the Everfree forest" Rainbow smiled as she and Twilight headed south down the street.

"Everfree forest huh?" Scootaloo said to herself as she began to flap her wings at rapid speeds like a hummingbird and sped off towards Sweet Apple Acers.

Twilight and Rainbowdash arrived at the road that went into the Everfree forest and looked around to find their friend was nowhere in sight. "Where is he?" Twilight said crossing her arms as she looked around for him. She turned her head to look into the forest and was met by Firestorm's face just inches from hers but upside down.

"Hello girls" he smiled as he jumped down and revealed her had changed into camouflaged pants and combat boots as well as a white wife beater shirt which showed part of his cutie mark on both sides of his chest. On the belt of his pants was a sheathed machete and the map he had taken folded up in one of his pockets. "Shall we be going?" he asked as he looked see Rainbow had changed clothes as well as Twilight. "Just try to keep up" he said as he pulled out the machete and began to cut through the thick overgrowth.


	4. It's a Trap

Firestorm swung the machete side to side, slashing through the thick foliage, making a path for him and the two mares following close behind him. "Let's stop for a moment" Firestorm said looking around for a moment. He pulled the map he had out of his pocket and unfolded it and looked at it a bit confused.

"Please tell me you didn't get us lost" Rainbow Dash said as she face palmed.

"We aren't lost! At least I think we aren't" he said as he sheathed his machete and scratched his head.

"Let me see it" Twilight said snatching the map from the confused alicorn. "It says we need to go 30 feet this way" Twilight said as she had her face buried in the map, not even noticing the tip wire she was walking into a trip wire. Once her shin made contact with the clear wire, she tripped and fell on her face, dropping the map into the mud. Two large logs tide to the trees with ropes came swinging down and slammed together just inches above Twilights head. The loud slam noise echoed through the forest as the three friends were frozen in shock. Twilight slowly turned her head to her two friends with her mouth open and one of her eyes twitching. "What…the hell…was that?" Twilight said in a somewhat calm voice as she crawled out from under the two hanging logs and dusted the dirt off of her shirt and pants.

"Twilight was almost crushed like a bug" Firestorm said in an irritated voice. "Tinker when I find you I am gonna kick your ass" Firestorm growled as he picked up the map and led the way again. After about half an hour of walking, they came to the base of the mountain in the center of the forest. Unlike the rest of the base of the mountain, this part was smooth, not a single bump or divot in the rock wall.

"So is this it or are we lost again?" Rainbow Dash said as she flew right above Firestorm while resting her arms on top of his head as he looked at the map.

"This is it" Firestorm said as he put the map away and walked over to the rock wall. He rubbed his hand across the face of it as if he were feeling for something. He stopped when he found a part of the wall that pressed in like a button. "Found it" he said as he balled his hand into a fist and caused bone to form around it like armor. "KA!" he yelled as he drew back and punched the button with extreme force. The result was a large half circle shape to appear in the wall then shatter, forming a doorway for them to enter.

"Such power" Twilight said amazed as she saw Firestorm eyes glowing red through the cloud of dust and a sinister smile with pointed teeth as well which also glowed red.. The dust cleared and she looked to see he had his normal friendly blue face instead of what she was expecting.

"Let's get moving, Tinker's workshop should be in here somewhere" he smiled as Dash flew beside him with Twilight running up behind them to catch up. The passage they were in was lit by several torches which lit up the stone walls. The first room they were in had larger grooves between certain bricks on the floor which Rainbow and Twilight didn't pay much attention to. Firestorm stepped on a brick which sank into the ground and shot saw blades up from the larger grooves. The sound of the spinning circular saw blades filled the rooms as they swung about. "Well shit" Firestorm chuckled.

"Can't we just use magic to get past these things?" Twilight asked.

"I suppose, but the risk of teleporting through saw blades is too great, we will have to figure out another way to get past em" Firestorm sighed as he looked over at Rainbow Dash who was stretching. "Um, what are you doing?" Firestorm asked with sort of a chuckle.

"I am gonna get through these things" she said confidently as she stretched her right wing.

"Um, are you sure you want to do that?" Twilight asked trying to talk her friend out of it.

"Of course I am! I mean I am the fastest and most agile out of all three of us, and besides I read about how to do this in a book once" she smirked as she got down on all fours like a runner about to start a sprint. Before Firestorm could say anything, Dash flew past him and past two spinning blades that came from opposite directions. She landed on her hands and held her body up strait as a board as two blades swung past her back and her chest, just inches from hitting her. She pushed the ground and shot up into the air where her feet made contact with the ceiling where she kicked with all her strength, sending herself flying straight between two more spinning blades. Time seemed as if it slowed as Rainbow Dash flew between the two blades. Her hair hung down to where it was cut shorted by the blade below her. As she cleared the final set of spinning saw blades, she landed in a clearing on the other side of the room which is where she noticed her hair had been cut to the length of her shoulders. "She popped both of her shoulders and smirked at Twilight and Firestorm who were standing in awe at the fetes of agility and grace they had just witnessed.

"That was just…amazing" Twilight said in awe as she watched Dash pull a lever on the other side of the room which shut down the saws and unlock the door to the next room.

"Come on slow pokes!" Dash chuckled as she leaned against the wall and waited for them to cross the room. Firestorm stopped when he got to Rainbow Dash and looked at her hair for a moment until he saw that one of the saw blades had cut it shorter.

"Your hair looks nice" he smiled as he put his hand on her head and ruffled her rainbow colored hair. She just chuckled and gave him a friendly punch to the stomach as they all went into the next room which was pitching black. "Something is in here" Firestorm said as he grabbed the handle of the machete in the pitch black.

"Does any pony else here that?" Twilight whispered as she heard what sounded like a grinding noise coming from multiple parts in the room. Hundreds of pairs of glowing red eyes filled the room, illuminating it just a bit.

"Shit" Rainbow Dash said as she heard the door slam shut behind them.


	5. Wicked Machines

The pairs of what seemed like eyes vanished in the dark and Rainbow Dash and Twilight stumbled around in the pitch black. "Some pony light up the room!" Dash said as she tripped over something long and metallic. Twilight charged up her horn and shot a ball of white light up which stuck to the ceiling, lighting it up brightly. Twilight looked around to see torches lining this wall as well and she lit all of them before the ball of light she summoned died out.

"That's better" Firestorm said as he looked around the room to see blood splatters on the walls and ceiling, with several pony skeletons lying on the floor.

"What happened to them?" Twilight asked as she squatted down and looked at the skeletons closely to see puncture wounds on their skulls and all over their bodies. "Something in here killed them…" Twilight said with a grim look on her face.

"Do you think whatever did it is still here?" Dash asked as she looked at the large metal drain in the center of the room, it also was stained with blood.

"I have a bad feeling about this" Firestorm said as he looked up at the ceiling to see something looking down at him. It was some sort of cross between a living pony and a machine. Its torso was slender and made of steel and it had six pairs of insect like legs at the base of the body, making look sort of like and insect. The head was a combination between living parts and machine and both of its eyes were made of glass and glowing red and its teeth were sharp like knives and what looked like drool dripped from its mouth, and its blood stained claws held it to the ceiling. "SHIT!" Firestorm said as the abomination fell from the ceiling and screeched as it fell down towards Firestorm. Twilight saw it falling and without even thinking, threw Dash at it. Dash landed and punch to its face and the force of her flying towards it was enough to send it flying into the wall once her fist made contact with its face.

"What is that thing?" Dash said as she landed beside Firestorm who was trying to figure out what the creature was. It turned its head and opened its mouth, showing a cannon of some sort. Hundreds of steel needles shot from its mouth. Thinking quickly, Firestorm punched the ground, causing the stone flooring to shift and fly up and catch the needles like a shield. The creatures glowing red eyes began to stop shining and they went black as it went limp.

"Dash, take this" Firestorm said as he handed her the machete he was carrying. "There is more than one of those things in here" Firestorm said as he clasped his hands together and then slammed them on the ground, causing a bright white flash and Shadowstorm to appear with a pissed off look on his face as he stood there in a black wife beater, dark blue digital camo pants and black combat boots.

"Off all places for you to summon me, you couldn't pick a nicer one?" he said looking at his master with his black and red eyes.

"Knock off the bullshit Shadow, I summoned you for your help" Firestorm said as he punched Shadow in the stomach playfully.

"Help? Help with what?" the pale yellow alicorn asked as Firestorm pointed down the drain in the center of the room at the glowing red eyes which seemed to be growing closer to them. "Well shit" Shadow said as he jumped back from the drain and hundreds of little spider like robots burst through the grate. Each one was the size of a small dog and they had sharp, needle like legs and a skull painted on their abdomens. Their mouths were like little grinders with sharp fangs and saw blades lining them.

"I HATE SPIDERS!" Twilight squealed as she shot spells at them, causing them to splatter into piles of green guts and machine parts. Rainbow swung the blade frantically as several of them jumped at her, slashing each one in two as they flew at her.

"I am getting tired of getting brought into these situations!" Shadow said as he stood back to back with Firestorm who had turned his right hand into a jagged blade made of bone.

"Well you can complain later, for right now, JUST KILL THESE THINGS!" Firestorm said as he stabbed one mid air. One of the mechanical spiders managed to bite Shadowstorm's left arm, tearing off a large chunk of flesh. Shadow grabbed it and crushed it with his bare hand and threw it at another one, causing it to explode.

"That's it, I am ending this now!" Shadow said as he took a good bit of blood from his arm and threw it up into the air. The crimson fluid spread into a mist while in the air and Shadow's horn glowed a bright blue as each particle of blood hardened, using the carbon in each blood cell to make each drop hard as a diamond. "CRIMSON RAIN!" Shadow yelled as he raised his hands up in the air and swung them down, causing each particle of blood to fly like bullets on the swarm of mechanical spiders, piercing each one in its head. All the spiders in the room dropped dead as Shadow panted from using allot of energy in that attack.

"Whoa" Twilight said as she just looked in awe at what Shadow had just pulled off.

"Firestorm may have death magic, but I have blood magic" he smirked as he held his hand over the wound on his left arm to try to get the bleeding to stop. "That took a bit more energy than I expected" he coughed as blood came from his mouth. His hand glowed dark blue and he hardened the blood around the wound to repair the skin and muscle that spider had torn off.

"Why would Tinker even make these things?" Twilight asked as she picked one up to look at it.

"He is very paranoid, he always has a security system set up that he knows only I can get through" Firestorm said as he looked down the drain to see four more pair of eyes growing closer to the surface. "We got more company!" Firestorm said as he jumped back from the drain which the grate was thrown off of and four larger figures stood before them. One's arms were extremely large pistons and his entire upper body was reinforced steel and he had two large metallic fists on the end of each arm. Another had two long swords as hands and a long slender body and it stood up on two legs. One was a humanoid shaped one with a robotic horn in the center of its head and a large gun as its left hand. The last was a tall and slender figure with a long, black, blood stained cloak covering everything except his face which was shaped like a ponies face.

"Looks like we aren't done just yet" Dash said as she readied her machete.


	6. Punishers Part 1

The four mixtures of pony and machine stood before the group, each with a desire to kill in their eyes. "What are these things?" Twilight asked as Shadowstorm stood up panting.

"They are the four punishers, criminals too evil to be condemned to death, so we gave them to tinker to make them into whatever he so desired" Firestorm said as he looked at the monster with the dark cloak on, covering up its entire body, letting only a long, spiked tail hang out from the back of the cloak, swaying from side to side like a snake.

"Why would Celestia do this to them, of course they might have been evil but they are ponies! This is just wrong!" Twilight exclaimed towards Firestorm who was helping Shadow stay on his feet.

"My big sister may seem friendly to every pony, but she is not all who she appears to be" Firestorm smiled as Shadow regained his balance and stood up on his own.

"Well it looks like we have to beat these guys to huh?" Rainbow Dash said as she held the machete in her right hand, ready to attack.

"Go ahead and try, you won't get past this point" the one with the large gun for one arm said in a shallow, raspy voice.

"They can talk?" Shadow asked.

"Of course we can, master Tinker made us so we could" the large one with the piston like arms smiled. "I am Smasher by the way" he said to Rainbow Dash who looked at him in disgust. "This is Slasher" he said pointing at the one with the swards as hands that on closer inspection had a green mane that went straight down to his lower back. "That is Shooter" he said pointing to the one with the gun like arm. "And this is Shroud" he said pointing at the monstrosity with the cloak on that looked up and smiled through the blackness that the inside of his hood, showing two circular red eyes and a mouth shaped like a crescent moon with pointed teeth.

"And our names we given to us for a reason" Shroud said in a low pitched voice that sounded advanced in age.

"You don't say" Rainbow Dash said sarcastically which caused Slasher to lose his temper and lunge at her with his right blade extended. Dash saw this in time and sidestepped and dodged the first blade and swung up the machete to block his left hand as he swung it at her. "Bastard" Dash said as she threw the monstrosity off of her, which caused the others to charge at the group as well. Shroud went after Firestorm, Shooter went after Twilight, and Smasher went after Shadow while Slasher and Dash were at a standoff.

"Can't we just talk about this?" Twilight asked nervously as Shooter raised his cannon arm and aimed it at her.

"Nope" he laughed as he shot large beams of energy at her. Twilight raised her hands up and her horn started to glow as well as he hands which formed a pink wall of magic which blocked the shots. "Impressive little filly" Shooter smirked as he turned a knob on his left arm which caused the cannon to fire larger bursts of energy at her, which started dodging now, not having enough time to set up a force field spell.

"Come out from behind that hood, let me see the face of my opponent" Firestorm said as he clasped his hands together, causing a dense layer of bone like armor to form over both of his arms up to his shoulders. When they peaked at his shoulders, they formed a spike with a skull design in them. Shroud just chuckled a bit and looked up at Firestorm whose hands and horn were glowing a black aura.

"It is good to see some ponies still hold to the old battle traditions" Shroud said as two hands with claw like fingers that were painted a brown color with blood stains on the finger tips. He grabbed his hood and pulled it back to reveal a face shaped like that of a normal pony but with teeth like knives. "Its not often I get to fight an opponent familiar with the customs" he chuckled as two 1 foot long blades came from his wrists and shined in the torch light. "It's a shame you have to die now" he said as he lunged at Firestorm with both blades extended; only to have them caught by Firestorm's armored hands.

"Show me what you got big guy" Shadow laughed as steam came from the piston like arms of Smasher who just roared at him, blowing his blue hair back. "Two words, breath mint" Shadow said as Smasher jumped up at him with his fist pulled back. "Let's get started then shall we" Shadow smirked as his right arm hardened by using the combination of carbon and iron in his blood as well as the rest of his cells. He drew back his right fist and punched the metal fist of his opponent, creating a small spark as the two collided. The shear pressure of Smashers punch as well as his weight put allot of Pressure on Shadowstorm who was able to hold him back as if he were nothing. He have been able to tolerate the weight but the ground wasn't and it began to crack and eventually form a large crater as the two continued to push against the other.


	7. Punishers (part 2)

Twilight continued to dodge Shooter's blasts one after another until she decided that running away wouldn't solve anything. She stood her ground and held up both of her hands as Shooter fired another blast from his gun arm. "GOT YOU NOW!" Shooter laughed as the shot hit Twilight and caused a large explosion that hid Twilight in the smoke and dust. "That was no fun at all" Shooter said as he lowered his arm to see Twilight still standing strong with both of her hands out, creating a barrier that protected her from the blast.

"Enough playing around" Twilight said sternly. She clasped her hands together and then slammed them on the ground, causing a large pentagram to appear on the floor.

"What is this?" Shooter said as he tried to jump out of the blood red pentagram but was stopped by some invisible barrier.

"I don't like using this spell, but I have no choice" Twilight said as she put both of her thumbs up to her teeth and bit them, causing them to bleed a small bit. She let her blood drip down off of her hands and onto the pentagram, causing it to glow a menacing crimson color. "Execute" she said. As she said these words, large spikes shot from different parts of the pentagram, piercing various parts of Shooter's mechanical body. "Branch" Twilight said which caused more spikes to come from the ones already piercing his iron body. A mixture of oil and blood came from the holes in Shooter's body.

"Shit" he coughed as he looked at Twilight who was beginning to blur as his vision began to shut off. "I won't go down without a fight" he said as he struggled to raise his gun arm, only to have it pierced by another spike coming from the floor.

"It's over" Twilight said as she stood up and snapped her fingers, causing the spikes to retract into the ground, and the pentagram to vanish. The lifeless biomechanical body of Shooter fell to the ground with a loud clang and a pool of oil and blood began to slowly form around him. "Rest in peace" Twilight said.

Meanwhile, Rainbow Dash and Slasher were clashing blades with one another, filling the room with loud noises and a light created from the sparks of the blades hitting at high speeds. Dash had several cuts on her arms and legs from where Slasher had managed to hit her but she was still fighting strong. "Die you little shit!" Slasher growled as he spun around in front of Dash, hitting her across the face with his long green mane. When he finally faced her again he saw that he had managed to daze her enough to where he swung his right arm and managed to cut her across her shin, causing a small bit of blood to squirt out. 'Damn, I can't seem to land a substantial hit on her' Slasher thought to himself as he jumped away from Rainbow Dash who swung her machete at him.

"You're pretty fast" Dash said panting a bit. Slasher just scoffed at her comment and went in for another swing but as he lunged his right hand to where she was standing, she vanished.

'What in Celestia's name?' he thought as he felt two feet plant on his back, sending him flying into a wall, shattering the glass in his left eye. "You bitch" he growled as he turned around only to be greeted by the shimmering blade of Dash's machete flying at his throat. Even though he was mostly machine now he still felt his emotion of fear, and that fear had caused his entire life to flash before his eyes as the blade seemed to move closer to his neck of wires and metal fibers. The flying blade punctured the large pipe that looked like his throat and all the way back to his spine which was still all bone and nerves. His eyes went from red to black as the blade severed his spinal column and shut down his body, killing him instantly. The blade stuck into the wall and held Slasher up on his feet even though he had already died. Rainbow Dash slowly flew over and pulled the wall and then from Slasher's body which fell to the floor with a loud thud as oil and blood dripped from the blade of the machete. "How could Tinker turn some pony into something like this?" Dash said almost crying as she gripped the handle of the machete tightly.

While the others were fighting their opponents, it seemed Smasher and Shadowstorm were evenly matched in raw strength. Shadow popped his knuckles as he looked to see a crack in Smasher's left hand. "For a pony or whatever you are, you are pretty strong" Smasher said as his right and left arms grew in size, putting off steam.

"Pfft, whatever you big chunk of scrap metal" Shadow smiled with his tongue hanging partially out. "After I am through with you, they will be using you for spare parts" Shadow smirked as Smasher shot himself at the pale yellow alicorn. Shadow didn't have enough time to react and before he knew it, Smasher had a hold on both of his forearms. "Shit" he said as Smasher ripped both of his arms off up to his shoulder, causing bone and blood to fall to the floor.

"Not so cocky now are you?" Smasher said as he jumped back from Shadow who had his head handing down with his blue hair covering his eyes. Shadow began to chuckle, and then it turned into a laugh which sounded like something from a madman. "W-what the hell are you? I just tore both of your arms off?" Smasher said shocked as he saw the blood pool surrounding him began to shift and then float back up to where the bone and flesh had been torn from his shoulders.

"This is good" Shadow said as the blood began to form new arms for him which looked exactly like the old ones. "This is very good, finally an opponent I don't have to hold back for!" Shadow screeched. He lunged forward and punched through the outer armored shell of Smasher, just inches from hitting his mechanical heart. He pulled his fist back again and this time struck Smasher across the face, knocking out some of the gears in his mouth. The large monstrosity fell to the floor with a loud smashing noise as Shadow jumped on his chest and began to strike Smasher repeatedly across the face with his fists which he had hardened using the carbon and iron in his blood. Dents began to form across Smasher's face as he was helpless to fight back with Shadow continuingly punching him across the face. "Is this all you have?" Shadow said disappointed with a scowl across his face as well as some blood. "How disappointing" Shadow sighed as he reached inside Smasher's chest and gripped firmly around his heart of both metal and flesh. Smasher coughed as Shadow squeezed tighter and then ripped the organ from its place and held it, still beating, right over Smasher's face as his vision began to static and shut down completely as well as the rest of his body.

Firestorm and Shroud were swinging their arms at each other, each on blocking the others attacks, sending sparks into the air. "You are very fast" Shroud said as the blades coming from his wrists retracted back under his cloak.

"Which is why this fight won't last much longer for you" Firestorm said as he clasped his armored hands together, causing threads to form from the cloth part of the armor on his palms. The threads shined like freshly sharpened steel as he flew up and wrapped the fibers around Shroud, forcing his arms down to his sides as Firestorm pulled tighter on the fibers, cutting through his opponent's cloak, then making the sound of metal grinding on metal.

"Interesting" Shroud said as he escaped Firestorm's wires with what looked like some form of teleportation, leaving his cloak behind in the tightening threads coming from Firestorms palms, cutting it to shreds. "Guess I can't hold back now" Shroud said as he stood 10 feet from Firestorm, showing his mechanical body to be a mix of man and pony in shape and all machine with a binding seal on the front of his flat chest which had several lines across it like panels.

"Black magic soul binding, I should have guessed" Firestorm said as he retracted the string from his palms back to their original position. Shroud opened his mouth and began to fire large needles at Firestorm who flew up dodging most of them but getting 3 stuck in his upper left leg. Firestorm's horn began to glow a bright red as he drew his fist back and encased it in a black flame which he proceeded to throw at Shroud, hitting him in the center of his chest.

"You are gonna have to do better than that" Shroud said from behind Firestorm who was startled by his amazing speed. Shroud's chest opened up and several missile launchers came out and fire mini rockets at the alicorn who held up both of his arms to block them, causing him to fly backwards into a wall and cough up blood. Shroud flew at Firestorm using little rockets he had in his back to propel him but was stopped part way when he felt something wrapping tightly around his throat, knees, waist, shoulders, and chest. The thin shining fibers that wrapped around him tightened as he looked confused at Firestorm who had a smirk on his face and pointed up. Shroud looked up to see a clone of Firestorm standing on the ceiling, holding tightly to the metal like fibers which wrapped around his armored hands.

"You lose" Firestorm said as he snapped his fingers causing his clone to jerk on the cords, slicing through shroud like tender meat. Shroud's metallic body fell in pieces to floor which it covered in blood and oil soon after impact as Firestorm stood up as his opponents head rolled over to him and he kicked it aside like a soccer ball.

Everyone had finished fighting their opponent around the same time and they all regrouped in the center of the room and looked over at the metal door leading to Tinker's lab. Firestorm pulled the needles from his leg as he opened the door with the others behind him, covered in blood and oil. Firestorm slowly pushed open the door which led into Tinker's lab which was filled with darkness. Firestorm felt something cold and metallic pressing against the side of his head, and from the shadows he could see an arm with white gloves and a labcoat with what looked like a semi automatic pistol pressed against the side of Firestorm's head.

"Don't move" a voice said from the darkness.

**Sorry for the long wait guys, school has been very busy and I just had time to finish the chapter recently, I will try my best to get the next chapter up as soon as possible. Leave your reviews, thank you.**


	8. Forgotten History

The hand holding the pistol up Firestorm's head pulled back the hammer with his thumb and began to speak again. "I don't know how you got past the punishers but I won't let you destroy me or my research" the voice said as Firestorm began to chuckle.

"Tinker you are still the paranoid old pony you have always been" Firestorm smiled as the arm lowered the gun and a figure stepped into the light to reveal he was a grey colored pony humanoid with a white goatee and a white spiked and disorganized mane. Twilight and Dash were silent, while Shadowstorm just began to grow irritated.

"Is this how he greets every pony? With traps and psychotic androids and then by holding whatever the hell that thing is up to their head?" Shadow said as Tinker just looked at him with wise eyes and smiled.

"Interesting" Tinker said as he looked at Firestorm and then at Shadow. "You two look almost exactly alike" he said as he clapped his hands together, turning on the lights in his lab showing unfinished projects lying around as well as machine parts and large stacks of notes. "Sorry for the mess, I rarely get company and never have time to clean up when they do come here" he said as he pulled a sheet of notes off the cave wall which was lit by electric light hanging from the ceiling. "So I assume you have come here about what has affected every pony in Equestria?" Tinker said as he carried the notes with him as he opened a door to a different room and motioned for them to follow him.

"Yeah actually, how did you know?" Rainbow Dash asked as she flew close behind Firestorm into the room followed by Shadow and Twilight.

"Well if you hadn't noticed I have also been turned into a Homo Saipian like being" Tinker chuckled as he turned on the lights to show they were in his study with books lining the wall.

"Homo what?" Shadow said a bit confused.

"Oh I'm sorry, Homo Saipan is a scientific term for "Man" or "Human" to put it simply" Tinker said as he pulled out some scrolls that looked as old as Equestria itself. "Here allow me to tell you a bit of Equestria's forgotten history" Tinker said as he unrolled the scroll on a table showing drawing of humanoid beings living in Equestria ruling over pony kind. They lacked tails, wings, horns, or pony like faces but they did look similar to what Twilight and the others changed into. "Long ago before the pony gods came into power, all of pony kind was ruled over by man, or humans. They worked alongside us in our daily lives and treated us almost as equals. It was a peaceful existence until the humans began to treat us like animals, beat us and used us as slaves, until 12 ponies grew tired of it, alicorns known as the gods of Equestria, they led a revolt against the humans and nearly wiped them all out until they made a deal with the humans that if they would leave the planet, they would be spared. So they gathered all the humans and put them in a transporter which required and immense amount of magic to use, so the gods combined all their powers to banish the humans to another world far away, while accidently sending several ponies with them as well, only one Pegasus, 5 unicorns, and hundreds of earth ponies who lost their ability to thing and truly did become savage beasts on the new world. The amount of power used for the transportation wiped out every ponies memory of the humans, but luckily one scholar was able to record it all in on these scrolls before he hid them away underground here in the Everfree forest. I happened to stumble across them a year or two ago while expanding my lab" Tinker said as he looked at the others.

"But how come they look different then we do? Is there more this transformation?" Twilight asked.

"Maybe, although it might show up in time, but I fear that if turn into humans completely that we won't be able to turn back into ponies" Tinker sighed.

"Twilight, you fill Tinker in on what happened with your spell, maybe he can find a cure from that" Firestorm said as he left the room for a moment with Dash and Shadow.

"So what are we going to do now? Do we tell the country what happened?" Dash asked resting her chin on top of Firestorm's head.

"It's hard to say, we will see what Tinker has come up with before we tell the others what happened to…" Firestorm stopped when he heard footsteps coming from outside the door. There was a knock and Dash held her machete ready for whatever might jump out at them. The metal door creaked open and three short figures stood before the group and walked into the light. It was the Cutie Mark Crusaders, covered in cuts, bruises and mud for some reason. Sweetiebell was in a white tee shirt and a light purple pair of shorts and Scootaloo was still in her orange shirt and dark purple shorts from earlier while Applebloom wore a pair of boots, overalls and a yellow shirt under that with her red bow in the back of her hair.

"What are you three doing here!?" Rainbow Dash said confused as they stumbled into Tinker's lab.

"We want to come along and see if we could help in whatever it was you were doing" Scootaloo said to Dash who just face palmed at this.

"You three could have gotten yourselves killed out their!" Firestorm said in concern. The three of them felt bad after he said that and Firestorm just sighed and began to speak again. "You three were very brave for following after us but this is a grown up matter, you shouldn't have come but thank you for the thought" Firestorm smiled as he looked at their wounds. "Shadow go find a med kit for me" Firestorm said to his friend who just groaned.

"Why do I have to?" Shadow complained.

"Because if you don't, I am going to kick your ass!" Firestorm growled which made Shadow cringe up and run around looking for a med kit.

"You always resort to violence don't you babe?" Dash laughed.

"Not always, but most of the time yes" he said as he winked at her.


	9. Trip Home

"So that's what happened huh?" Tinker said sitting in his red chair while resting his head on his metal hand.

"Yes sir, I don't know what could have went wrong with the spell though" Twilight said.

"Maybe it was just a mess up" Tinker shrugged. "But judging from the spell you described to me, I can guess that this spell is progressive and pretty soon every pony might change a little bit more into humans" he said with a sound of worry in his voice.

"Is there any way of telling when the next change will occur?" Twilight asked as she stood up.

"I'm not sure, we will just have to wait until the next change" Tinker replied as he rose to his feet.

Meanwhile outside of Tinker's library, Firestorm and Rainbow Dash were patching up the banged up Cutie Mark Crusaders. "You three shouldn't have followed us" Firestorm sighed as he wrapped a bandage around Sweetie Belle's left forearm. Firestorm could tell that the little filly was trying to avoid eye contact with him and he just chuckled to himself.

"But we couldn't help it!" Scootaloo protested as Rainbow Dash tried to hold her still in order to put a band aid on her cheek.

"Scootaloo, you can barely fly yet you want to follow three adults into the darkest forest in all of Equestria in an attempt to earn your cutie marks? Where is the sense in that!" the cyan mare lectured. Scootaloo grumbled something inaudible to herself and crossed her arms.

"Hey um, Dash" Applebloom said as she tugged a bit on the mare's shirt getting her attention. "What happened out there? Ya' know with the oil and machine parts all over the place?" she asked.

"We had a little fight with them" Firestorm chuckled a bit with a sinister grin. "And I can safely say that they lost" he said scaring the little fillies a bit. Tinker and Twilight walked out of the library still talking and Rainbow Dash looked over at them.

"Well every pony it seems that this is only the beginning of what we are turning into" Twilight said grimly.

"You mean we are going to change even more!?" Dash exclaimed.

"Apparently" Tinker added. "But for now I will head to Canterlot and inform the Princess on what has happened and begin to research a way to change us all back to normal" Tinker said as he opened the door to where Twilight and the others destroyed the punishers. "Oh and Firestorm, I do believe you owe me some more funds to install a new security system, seeing as you wrecked my last one" he chuckled as a vein pressed out against Rainbow Dash's forehead.

"You mean the security system that nearly killed us?" she growled as she stomped over towards Tinker and picked him up by his shirt and held him off the ground.

"Now calm down, hurting me wont solve anything!" Tinker said in a scared tone.

"Nope" Dash said. "But it will make me feel better" she smiled as she pulled her fist back. Firestorm turned Applebloom and her friends around so they wouldn't see. Although they did here a really painful sounding punch. Tinker lay on the ground holding his right eye with his metal arm and rolling in pain. Rainbow Dash shook her fist and walked out of the lab.

"Damn it that mare has an arm on her!" Tinker said to Firestorm as he helped him to his feet. "Um, on second thought I think that I can just build a new security system" he said in pain and Firestorm led him and the others out of Tinker's lab and into the Everfree Forest.

"Firestorm, I think me, you, Dash and Tinker should all head to Canterlot immediately to alert the princess of the situation and get Tinker some equipment to research this spell" Twilight said as she looked at them then down at the three little fillies beside her. "You girls however need to head home, I doubt you actually got permission to come all the way out here" Twilight said crossing her arms and leaning over the three of them as they tried to avoid eye contact with her.

"You and Tinker go on ahead to Canterlot, we can fly there after we take these little fillies home" Firestorm said as he patted Twilight on the shoulder.

"Fine" the purple skinned mare sighed as she rubbed her forehead with her thumb and forefinger.

"Come on girls" Firestorm said as he picked Applebloom up on one shoulder and Sweetie Belle on the other. "You shouldn't be walking much until you give those wounds time to heal" he smiled. Dash picked up Scootaloo on her back in the piggy back position and the two began to start walking through the muck and grime of the Everfree Forest.

"Where in tarnation are those girls!" Applejack said with her face red from anger as she walked through Ponyville searching high and low for her little sister and her friends with Rarity behind her with a look of irritation in her face.

"When I find Sweetie Belle, she is going to get a very stern talking to" Rarity said as Applejack just turned and looked at her with sardonic look on her face. "What?" the white mare asked confused as Applejack face palmed.

"A stern talkin' to? Is that the best you can come up with?" Applejack said as she saw two figures coming up the road towards them. "Applebloom?" Applejack said as she looked to see that she was sitting on Firestorm's shoulder. She and Rarity both ran over to him and Rainbow Dash and he gave Applebloom to her older sister and Sweetie Belle to Rarity. "You had me worried sick!" Applejack said sternly to her younger sister as she saw several cuts and bruises on her. "Come on sis, let's getcha home so Granny Smith can getcha cleaned up" she sighed as she picked up her little sister on her back and began to walk off towards their farm.

"Sweetie Belle, you look absolutely filthy! We must get you cleaned up immediately" Rarity said as she took her sisters hand and began to lead her back to the boutique. Sweetiebell waved goodbye to Scootaloo and the others as she and her older sister disappeared around a corner.

"I'll take Scoot here on home, I know a short cut to her house" Dash said as she spread her wings and took off into the sky, leaving Firestorm by himself in the street, beaten and covered in blood and oil.

"Guess I gotta wait here" he sighed.


	10. Train Ride

Firestorm leaned against the side of Sugarcube Corner in a different outfit. He wore a black sports jacket with three red stripes down each arm and light blue loose fitting jeans and black running shoes. "What is taking that mare so long?" he said impatiently as he saw RD flying above him. "Took you long enough" he chuckled as she landed in front of him in a light blue hoodie and running shorts and sneakers.

"Sorry, I had to go home and change, not to sound like Rarity but I can't exactly show up in Canterlot in blood and oil stained clothing" she said as she nudged him with her elbow.

"So should we get going to Canterlot?" he said as his face began to hurt. "What in hell" he said in pain as he and Dash both fell to the ground holding their faces as the bones began to shift across their face as well as in their feet and hands. Their pony like faces began to change and it was now more human like than pony like. Their noses still weren't fully changed, but shortened to where they still had some pony like shape to them and their ears were still completely pony like and near the top of their heads. Each of their hands began to change as they grew a fifth finger on each hand as well as a fifth toe on each foot.

"It hurts!" Dash screamed as her bones stopped moving and sunk into place. She and Firestorm stood up and they looked around to see that the changes had not only affected them, but every pony else in Ponyville as well. "We need to hurry to Canterlot!" Dash said as she spread her wings and flew up into the air with Firestorm right behind her, each of them leaving behind a trail in the sky as they flew towards the royal city on the mountainside.

Meanwhile on the train to Canterlot, Tinker and Twilight had already felt the changes of the spell affect them and they grew even more anxious to reach Canterlot. "It's just like you said" Twilight said as she looked at her hands.

"The spell has progressed and has turned us more into human like beings" Tinker said as he crossed his arms and looked over at Twilight. "You seem very tense Ms. Sparkle, anything you need to talk about?" Tinker said concerned as the train went over a large bridge. Twilight looked up at the earth pony's face and sighed.

"I just feel like this is all my fault, did I do something wrong with the circle? Will the Princess punish me for this? Will she expel me from her teaching?" Twilight said as tears crept into her eyes. Tinker got up and walked over and sat beside her and pulled her in for a hug, resting her head on his chest. Twilight blushed a bit as she did not know what to do so she just kept on crying into Tinker's lab coat as he held his metal arm around her and stroked her hair with the other. "I'm an awful student" Twilight sniffled as Tinker tried to calm her down.

"There now Twilight" Tinker said in a comforting voice. "You are a great student, and I am sure the Princess will forgive you" he said confidently as Twilight looked up at his smiling face.

"T-thank you Tinker" she sniffled as she hugged him tight, causing him to blush a bit, since he wasn't used to having affection shown to him. The brakes on the train let out a loud screech as the train slammed to stop, causing Twilight and Tinker to fall out of their seats and Twilight to land on top of Tinker with her face hanging over his.

"Pardon me Ms. Sparkle" he said nervously as he stood up and looked out the window in the cart too see that the train was stopped in the middle of a large hill. "This doesn't look like Canterlot…" Tinker said as he looked further up the train to see a group of stallions standing by the engine car. "This is not good" he said as he reached into his lab coat and pulled out the pistol he had held up to Firestorm's head earlier that day. He pulled a magazine loaded with tranquilizer darts from his pocket which he slid into the gun. He cocked the pistol and opened the door to the hallway outside of the cabin in the train. Twilight stood up and stood behind him with her horn and hands glowing. Tinker peaked around the corner and saw a tall stallion in a ski mask with an axe over his shoulder and smaller one with a sack filled with valuables close beside him.

"Alright, put your shit in the bag and no pony gets hurt!" the shorter one said to an old lady as she shakily put her jewelry into the bag.

"Well this won't go unpunished" Tinker growled as he pointed his gun at the two of them and fired two shots, each one knocking the robbers out. Several more came into the car and saw Tinker and charged at him with blunt weapons raised. "Twilight, would you be so kind as to help me out here!" Tinker said as he grabbed one with his metal arm and threw him out the window.

"R-Right!" Twilight said as she put her hand on the wall and the wood began to shoot out at the train robbers, knocking each one of them out of the train cars. Finally a very large stallion walked in with a baseball bat over his shoulder.

"Aren't you a big one?" Tinker smirked as he fired his gun at the brute, landing three darts in his chest. Drool began to come from the brute's mouth. His eyes soon rolled back in his head and he collapsed on the floor, causing all the passengers on the train to cheer as they threw the robbers off the train as it started to move again. "Hopefully the rest of the train ride will be a pleasant one" Tinker said as he dropped the clip from his gun and put the gun away in his lab coat again. He sat down in his seat across from Twilight and crossed his arms and went to sleep.

**Hey y'all, I know its not like me to leave authors notes but I feel like I should leave this one. Please leave your reviews on each chapter as I upload it so that way I can have more motivation to write more on this story. Anonymous or not, your reviews are greatly appreciated.**


	11. Our Idiot Brother

Firestorm stood on top of a tower in the center of Canterlot, overlooking the train station. Rainbow Dash sat down on the edge of the roof in front of him, swinging her legs back and forth. "What is taking so long?" Dash groaned as she looked anxiously at the railroad tracks that led into a tunnel in the side of a mountain, waiting for some sign of the train that was suppose to arrive soon. "Can't we just head on towards the palace and wait for them to arrive there?" she asked as she tilted her head back and looked up at Firestorm who just stood there with his arms crossed.

"Be patient Dash, look here it comes now" he smirked as the train speed closer and closer to the station. Tinker and Twilight both stuck their heads out the window of the car they were in and smiled as they grew closer to the station. The train came to a slow but steady stop, its breaks squeaking loudly as it pulled into the station. Doors to the cars were opened and passengers of multiple varieties stepped out and went their separate ways. Then out came Twilight and Tinker who looked around for Firestorm and Rainbow Dash only to find them on top of a tower about a block or two away.

"It seems we have arrived a bit late" Tinker smiled as he pulled a pocket watch from his lab coat pocket to see it was 3:05. "We better hurry up and meet them in front of that building before they grow even more irritated" Tinker said as he put his pocket watch away and started walking towards the train station exit. Twilight followed close behind them and after about 3 minutes of walking they arrived at the tower that Dash and Firestorm were waiting at. Rainbow Dash looked down and saw them and jumped down from her seat and landed perfectly in front of them.

"Took you long enough" she said a bit irritated.

"Sorry Rainbow Dash, we ran into a bit of trouble on the way here" Twilight chuckled.

"Well we can chat later, right now we need to head to the palace and inform the Princess of the situation" Firestorm said as he jumped down from the tower and flapped his wings at the last moment to slow his descent.

"Well you will be relieved to hear that I might have a solution to the problem that has consumed Equestria" Tinker said as he followed behind Firestorm who led the way through the palace guards who quickly let all of them through. They group entered the throne room and found Celestia conversing with Luna who was seated beside her. Both of them had also been turned into pony like humans. Celestia's skin was pale white and her hair was still its multicolored pattern and waved back and forth. She wore a white dress with two shoulder straps and a golden leather belt with a sun shaped buckle on the front, her breasts were a fair size and she wore white crystal heels. Her outfit resembled that of early Roman noble attire minus her crown and necklace which still remained the same. Her wings were quite large and resembled that of an angel's wings and her white horn shown through her hair line. Luna was dark blue skinned and had on a single strapped light blue dress similar to her older sister's but with a dark blue belt with a moon shape buckle on the front. She was somewhat shorted than her older sister but did still resemble her in some way. Her breasts were also a fair size and she had on her crown and moon pendant. Her shoes were dark blue crystal heels. The two mares turned towards there younger brother and his friends and smiled at seeing him.

"Firestorm! We were looking all over for you, would you happen to know why we are all like this?" Celestia asked.

"Yes dear sister, but I am afraid it is not just us, but all of Equestria has been turned into human like creatures" he said grimly as Celestia gasped.

"Humans? Are you sure?"

"Positive sister, Tinker showed us the scrolls of the recording of time and I am afraid that we are indeed turning into them. But that is why I brought Tinker along with us, I think that he may have a solution to all of this" Firestorm said.

"That's all fine well and good, but what exactly caused all of this in the first place?" Celestia asked.

"It was my fault your highness" Twilight said hanging her head.

"What do you mean my student?" he teacher asked as she walked towards Twilight.

"I tried to perform that spell you told me to practice but something went wrong and this happened" she said in a sad tone. "The thing is that I don't know what went wrong" Twilight said clenching her fists.

"Don't be upset my student, we will figure out a way to fix this" Celestia smiled as she put her hand on Twilight's shoulder.

"So you're not angry?" she said confused.

"Of course not" Celestia smiled. "At least not at you" she said glaring at Firestorm who began to sweat nervously. "Brother, you do know that I never told Twilight to practice that spell because of the risk it could impose" she said with one eye twitching as she approached her brother who was nervously backing away until his back the wall.

"Now calm down sis" he said nervously and with a slight stutter. "I felt that Twilight was ready to practice A-rank magic instead of that C-rank stuff you had been teaching her so I kinda forged that letter" he whimpered.

"You don't decide how I teach my pupil" she said as her eyes glowed a bright white.

"Brother is going to get it now" Luna said hiding behind a chair for fear of what was going to happen. Celestia pulled her right arm back landed a punch square on top of Firestorm's head, sending him through a hole in the floor.

"That was a bit much don't you think?" Tinker asked Celestia who had returned to her cheerful disposition and just chuckled.

"Perhaps, but Tinker please walk with me and tell me about this plan you have to solve this problem of ours" she said as Firestorm peaked his head up from the hole with a large knot on top of his head and swirly shapes in his eyes. Celestia left the room with Tinker and Rainbow Dash flew over to Firestorm and pulled back her hand.

"Rainbow chop!" She screamed as she landed a chop on top of Firestorm's head, causing blood to squirt from his nose and another large not to form as he fell back down the hole. "This whole thing is your fault you know" she said shaking her hand.

"I know" he said in a dazed voice from the bottom of the hole with blood coming from his nose, swirls over his eyes, and stars circling around his head.

"It's sad how his one weakness is his sister and his girlfriend" Twilight said in a slight chuckle as Rainbow Dash continued to yell angrily down the hole that Firestorm was passed out at the bottom of.


	12. Shock Therapy

Firestorm lies on the floor unconscious with two large lumps on top of his head and Rainbow Dash yelling at him. Princess Celestia, Tinker, and Twilight all stood in the next room, observing the rather humorous situation in the throne room. They chuckled a bit to themselves until they remembered why they had left the room. "So tell me Tinker, what idea do you have to get us back to normal?" Celestia asked as she sat down in a regal chair and crossed her legs.

"Well your highness, it may take some time but I do believe that I have come up with a solution to the problem plaguing the country, which luckily is as far as the spell was able to reach" he said as he rolled out a chalkboard.

"Um, where did he get that?" Celestia asked Twilight in a whispered tone. Twilight just shrugged, puzzled.

"I read over the spell that Twilight tried to do and the only way to reverse it is with a steady electrical current" Tinker said drawing a picture of a human on the board with a lightning bolt hitting them. "But everything affected by the spell has to be hit all at once with the blast in order for it to work. But it gets worse from here, to much charge and they will all explode, to little charge, and it will only cause severe pain to the pony" Tinker said as he drew an exploding human on the board and one getting electrocuted. Although if the right amount of voltage is applied, it won't cause any bodily harm, only turn them back to normal!" he said as he drew a human and then an arrow leading from it to a pony he also drew. "Simple!" he smiled.

"Simple?" Twilight face palmed. "How in Equestria are we going to send an electrical charge to every pony in the country!?" she exclaimed.

"Be patient miss Sparkle, I'm getting there" Tinker chuckled as he flipped the chalkboard over. "I think that a charge equal to a bolt of lightning would be enough to trigger the change, but its from here that my plan grows more complicated" he sighed. "If we build large lighting towers in each city and town in Equestria, we can have the weather team fire the lightning at the exact same time into the towers. Each tower will have circuits spread throughout the city which will help get the charge to each individual. We will have to send out a royal notice on what we are doing to small communities affected by the spell so that they show up in large cities to be cured" Tinker finished as he drew a strange looking tower on the chalk board.

"You seem to have thought all of this through quite well in such a short time" Celestia said rather impressed. "Very well Tinker, we will carry out your plan and I will supply you with the finest workers and scientists that Equestria has to offer, I will also provide you with the funds to help build your towers" she said as she stood up and smiled. By this time, Firestorm had woken up and managed to limp into the room in which they were talking with an angry Rainbow Dash behind him.

"Ugh, my head is killing me!" he groaned as he rubbed the lumps on his skull.

"It serves you right little brother" Celestia said slightly irritated. "This is even worse then that alicorn amulet you made and sent to the mortal world to cause havoc" she growled.

"HEY! I was possessed ok!" he yelled back while pointing his index finger at his oldest sister. Twilight just groaned and face palmed at the sight of the two royal siblings fighting.

"Do you need to be hit again!?" Celestia yelled. Firestorm froze up and fell over stiff as a board. "That's what I thought" she smirked. "Now Tinker, you have access to all the funds you will need, so begin developing plans to fix us all before we change completely" Celestia said right as she was about to leave the room. "Also, feel free to set up your laboratory in the cellar of the palace, we don't use it for anything anyway, I will send some convoys to pick up your equipment from your lab" she said as she walked out of the room.

"You big chicken!" Dash said to Firestorm who sat up from the floor.

"I'd like to see you try to argue with her! She scares the shit out of me!" he said in his defense. As the two of them continued to argue, Tinker and Twilight just watched in amusement until they started to talk again.

"So how many more times do you think we will change until we are stuck like this forever?" Twilight asked.

"My best guess is at least 2 more, but we have at least a month until the next one so we should be able to get the towers built before we are stuck like this" he said as he opened a little hatch on his metal arm to look at the clock. "Would you be so kind as to help me move my stuff from my lab in the Everfree forest to the cellar below the palace?" he asked.

"Sure but, shouldn't we break those two up before they kill each other?" Twilight whispered while subtly pointing at Dash and Firestorm.

"Don't worry, they fight but they make up in the end…if you catch my drift" he chuckled as he nudged the blushing Twilight who had the image of those two doing it flashed through her mind. She quickly shook her head and the thought vanished.

"That's just a bit too much information" Twilight said with her face still red. Tinker just chuckled as Firestorm took Dash be her hand and stormed out of the room with her and was headed in the direction of his room, still hearing them argue as they went.

"I swear I will never understand that alicorn" Tinker said as he put his hands in his pockets and started off towards the train station to get back to Ponyville, with Twilight close behind him.

**Sorry for the long wait guys, I have just been very busy lately, anyway leave your reviews and I will write a new chapter soon!**


	13. NOTICE

**This is a message to all of my loyal readers: thank you for all of your support and positive comments on this story. And I am terribly sorry that it takes so long to post chapters. But I suppose I should get strait to the point, from this point on I will be taking suggestions for little side stories in this fic that intertwine with the main plot. Feel free to PM me with ideas, I will review them and see if I can make them work, although only a few will be selected. There are several rules to this though…**

**Rule 1: no more OC's can be added in this story; it is hard for me to keep up with so many already.**

**Rule 2: KEEP THE IDEAS APPROPRIATE FOR THIS STORY! No rated M material.**

**Rule 3: No character death, it will just complicate things for the main story.**

**Rule 4: These are short side stories, not big and elaborate new stories.**

**Rule 5: each idea sent will only be one chapter in length.**

**Final RULE...*dramatic pause*… have fun everypony!**

**Sincerely, your friendly Prince of the Dead,**

**Firestorm**

**(ideas will be put into play after the next chapter)**


	14. Prototype

A week had passed and Tinker had already set up his lab in the cellar of the royal palace. In that short time he had also managed to make it as much of a wreck as the last one, with parts to machines and gadgets covering each table and some parts of the floor. He seemed happy at work on constructing the first lightning pillar. Shadowstorm was also down there assisting him by moving heavy pieces of the machine with magic and with his own brute strength. Each piece of the large pillar fit together perfectly and Shadow panted from all the work he had to do. "Why is it that you aren't doing anything?" the large pale yellow stallion in only shorts and sneakers asked.

"Because" Tinker began as he sat down on his rolling chair and made his way to an open compartment in the machine with a wrench in hand. "You are the only one suited for this task, these parts would take me far too long to put together myself so I got Firestorm to lend me his lackey" he chuckled as he turned some bolts ad tightened some parts together.

"Lackey?" Shadow said with his eye twitching. "Do I need to knock all of your teeth out you, you little runt!?" he growled showing his sharp teeth.

"HELLO!" a female voice said from the top of the stairwell leading into the cellar.

"Yes yes, come on down!" Tinker called from inside the machine. The source of the female voice was actually Twilight with a bag of scrolls on her back and Spike ridding on her shoulders, holding on to her hair for support. She wore a school uniform looking outfit which included and purple sweater vest, white dress shirt, short purple and pink plaid skirt, a stripped light purple tie and purple and white sneakers.

"Hey guys! How are things going with the prototype pillar?" she asked as Tinker walked over beside Shadowstorm.

"Well things were going along smoothly until you decided to march on in" Shadow said sarcastically. Tinker buried his face in his hand made of flesh and hit Shadow over the head with his metal one, knocking him to the floor and leaving a decent sized whelp on his head.

"Ignore him, apparently his highness never taught him manners" he growled as he closed the hatch he was working on earlier. "Alright then, that should do it" he smiled as he wiped the grim from his forehead. "Twilight, be a dear and supply us with a small burst of electricity to power the device" Tinker asked.

"Alright" she said as she put her hand on the machine and a pulse of electricity shot through her arm and into the device, starting it up for a moment, but stopping it in a second or two. 'Did it work?" she asked.

"Damn it all!" Tinker screamed as he flung papers off of his work bench. "Something must have gone wrong! There was supposed to be a ball of electricity at the top of the pillar but nothing happened!" he said holding his disorderly white hair in anger.

"I'm guessing that's a no" Twilight sighed as she looked over to see Shadow looking up at the large pillar with his right hand balled into a fist. He drew his fist back and Twilight tried to stop him from what he was about to do. "Don't do it! You'll break the machine!" she yelled at him right as his fist made contact with the device, cause a loud bang and for all the lights on the machine to glow a bright blue color and for the ball of electricity to form at the top of the 10 foot pillar.

"What in the name of Celestia just happened?" Tinker asked confused as Shadow walked away with a smug look on his face.

"You're welcome" Shadow smirked as he crossed his arms and teleported out of the room.

"Well then I guess that brute force does fix some things" Tinker chuckled as he smiled at the large machine as he powered it down. "Now that I know that this design will work, we can begin construction on all the others throughout Equestria!" he cheered.

"I've never seen you this happy Tinker" Twilight smiled as Spike began to grow more and more uneasy.

Meanwhile back in the dining hall of the palace, Rainbow Dash was sitting awkwardly at the large table with many different choices of food spread across it. She just looked over at Firestorm who was sitting in a golden chair with a flame design on it across from her. Celestia and Luna sat on the opposite ends of the table eating happily. Luna sat in her dark blue dress that she had on earlier in an onyx colored chair, hand carved to resemble the stars and moon with a large silver moon at the top. Celestia had on the same dress she had on earlier in the week and was sitting in a chair of brass, carved to resemble the sun around the edges. "Aren't you going to eat?" Luna asked Dash who was still sitting awkwardly.

"She will, she just doesn't know how to behave or talk in front of royalty for an extended period of time" Firestorm chuckled to himself with fork and knife in his hands. He laughing was cut short by a dish hitting him in the face and knocking him backwards onto the floor with blood coming from his nose. Dash dusted off her hands and crossed off her arms.

"Honestly, you are so immature sometimes Firestorm" she said with a sigh.

"Did I really deserve a plate to the face!" he yelled as he got back up.

"You kind of did brother" Celestia chuckled.

"Oh shut up!" he screamed as he held his nose, letting a little blood seep through his fingers.

"You wanna rephrase that?" Celestia said standing up with a look in her eye which was the same as that of a trained serial killer.

"Why don't you come over here and make me?" he teased his older sister who flew at him over the table and began to fight him in the middle of the floor with the guards just watching in amusement. Rainbow dash just face palmed and Luna just continued to eat while looking out the window into the night sky.

"Honestly, those two are so childish" Luna said as she finished and walked over to the window with Rainbow Dash beside her.

"Is something wrong your highness?" Dash asked her.

"It's nothing, I just heard that if we all don't change back into ponies before the final transformation, we will be stuck as humans forever" Luna said wrapping her star like tail around her own waist.

"Don't worry your highness, Tinker will fix all of this" she reassured her.

"I hope so, I really hope so" she said looking up at the moon while her brother and sister fought each other in the background. Luna's eye and ear began to twitch until she finally screamed "KNOCK IT OFF YOU TWO!" causing the two fighting siblings to freeze were they were.

**Now is the time! Send me your ideas! I will wait until Friday before the next chapter is posted.**


	15. Academy Remodel

Spitfire sat in her office at the Wonderbolt Academy in her usual uniform, blue jacket with several medals on it, blue dress pants and pilot shades. She had also been changed by the spell that Twilight had cast; she had taken on quite a beautiful appearance and a lovely figure. Her skin was a golden yellow color and she had beautiful facial features, which included her amber colored eyes and long eyelashes. Her hair was down to her shoulders in length and it was a mix of orange and amber in color. She had it teased up in a spiked back position with her pony like ears poking through the top. Her wings were medium in size and clung to her back, and she had C cup sized breasts which went very well with her figure. Her tail was 2 feet in length and was wrapped around her waist when she sat down. "Well I have to admit that being human isn't all bad" she chuckled to herself. "It makes doing all of this paperwork much easier" she smiled as she signed different admission forms for the academy until she heard a knock at the door. "It's open" she said. The door was slowly opened by one of the staff of the academy with a worried look on his face.

"Miss Spitfire, we have a problem" he said sweating.

"Well what is it then?" she said not looking up from her work.

"I think you better see this for yourself" he answered. Spitfire just sighed and put her pen down as she stood up from her chair with both hands on her desk.

"This had better be good" she groaned as she followed the worker. He pushed open the door to the runway and held it open for her. She looked to see it was dark outside. "What? The weather was scheduled for clear skies today what the hell is…" her sentence was cut short by the sight of a massive pillar that was under construction in the middle of the runway. "Holy shit" was all she could say at the sight of this massive monument. She gritted her teeth and flew over to one of the earth pony workers on the bottom level of the pillar with a bucket of machine parts on his arms. "WHAT THE HELL DO YOU GUYS THINK THAT YOU ARE DOING!?" she screamed angrily at the worker with a brown mane and beard with an orange hardhat on and safety vest.

"Whoa lady calm down, just go talk to the boss man if you have any problems" he said in a Manehatten accent.

"And where can I find your boss?" she asked as she floated in midair with an eye twitching behind her sun glasses.

"Oh yeah, I think he is over in tent over there" he said pointing to the large white tent with two guards outside it. "But I gotta warn yah lady, he is kind of a nut job" he said as he walked up a stair case towards the top of the monument peak.

"I am going to give this asshole a piece of my mind for ruing my runway" she growled as she walked over to the tent only to be stopped by the two guards. "Get out of my way!" she ordered them.

"Sorry ma'am, we cannot let any pony enter here with valid reason, so state your business please" one of them asked in a deep yet gentle voice.

"I need to talk to the pony in charge about why the hell they decided to build this thing on my runway!" she said loudly.

"Seems like a good enough reason to me" he shrugged as both of them stepped out of the way and Spitfire stormed into the tent. She looked in front of her to see a tall and semi-built stallion in a royal officer's uniform. His jacket was red with a white belt around the waist with a white sash over the shoulders of the jacket. On his shoulders were golden colored shoulder guards with tassels woven from golden fiber. His pants were black and sleek with a red strip down the side of each leg which tucked into his black boots at the bottom. He had an ornate katana strapped to his side and his mane which was a crimson red color, pulled back into a small ponytail. His wings were large in size and clung to his back, with a flowing red tail coming from the base of his jacket.

"Who the hell do you think you are? Coming into my academy and building that thing on my runway!?" she screamed at him.

"Still easily irritated as always" he sighed as the stallion turned around to show he was Firestorm, only dressed nicer with his crown on the table in front of him. The front of his uniform had golden buttons on it and 2 war medals on the chest.

"Prince Firestorm" Spitfire said slightly irritated. "I should have guessed it was you who was behind this" she said putting a hand on her hip.

"Actually, I'm not the one who ordered this; I am here to simply oversee the project" he smiled as he began to walk out of the tent with his crown now strapped to a chain on his belt. "Walk with me and I will explain the whole thing to you" he said as the guards stood at attention when he walked out.

"Before that I have to ask you something" she said curiously.

"Yes?"

"What's up with the weird outfit, I've never seen you this dressed up before?" she said causing him to stop walking and an ear to twitch on top of his head.

"This is the traditional uniform for Canterlot male royalty! And besides, Tia made me wear it" he said looking down at the ground. Spitfire just chuckled a bit at this and looked up at the large tower that was close to completion, already standing 10 stories in height.

"What the hell is that thing?" she asked him.

"Tinker calls it his Lighting Transmission Tower, or LTT for short, we are building hundreds of them across Equestria to fix this spell that changes us all. In summary, the tower redirects all electrical currents from a single lightning strike, rearranging the molecular structure of anything affect by the spell within a 100 mile radius of the tower, turning them back into ponies" he said as he admired how fast the workers were going.

"How were you able to get so much done in so little time?" she asked curiously.

"I used a special fast forwards spell on the workers that will make them work at a faster pace when nothing that is moving at a normal pace is interacting with them" he said as he looked up to see a steel beam being raised up to the top of the tower by a group of pegasi at a fast pace. One of them lost his grip and the beam began to plummet towards the ground, covering a group of academy students in its shadow as it came falling down towards them. They froze up with fear; all they could manage to do was scream.

"DAMN IT, GET OUT OF THE WAY!" Spitfire screamed as she started to fly towards the recruits the recruits. The beam grew closer and closer and a loud clang noise was heard. All Spitfire could see in her mind was the beam lying on top of the crushed recruits, smashing them against the pavement, but when she opened her eyes, what she saw quite different. She saw a large skeletal hand holding up the large beam just feet from the recruits.

"That was too close" Firestorm groaned as Spitfire looked to see the alicorn holding out his hand in the same position as the skeletal one that held up the metal beam. He raised his arm and the skeletal one followed as he sat the metal beam into place on the tower, letting the workers weald it in place and add extra support. He relaxed his arm and the skeletal one vanished. "Next time guys, use more ponies to move large objects like that!" he ordered to the workers who were sweating nervously. The recruits let out a sigh of relief and rushed over to Firestorm to thank him for saving them. He just chuckled and fixed his hair until a large muscle bound recruit picked him up and began to hug him tightly with tears coming from his eyes.

"Thank you so much!" he said crying happily as he squeezed Firestorm tighter and tighter, making his face turn a bit purple.

"Can't…breathe!" he said as the recruit sat him down.

"Sorry" he chuckled as Spitfire walked over and patted him on the back.

"You did good today Firestorm, you did good" she smiled as she looked up at the Tower which was just minutes from being finished.

**Leave your reviews!**


	16. Free Again

A blue skinned mare sat in jail cell in the royal Canterlot dungeon. She wore a purple cap and hat with star patterns and glitter on them. She wore a purple woman's suit with a white undershirt and purple bow tie. The pants were cut to where one could see all of her legs up to her hip, much like the bottom of a swimsuit bottom. Around her waist was a darker purple silk sash and she had an odd bracelet on with a lock in the center of it. On her upper leg was a magic wand shaped cutie mark with a light blue glitter pattern above it, and a silvery blue colored tail hanging off the side of the wooden bed she was sitting off. Her face was hidden in the shadow of her hat as a prison guard approached her cell and began to unlock it. "Get up Trixie, you've been pardoned" the guard said as he swung the metal bared door open, causing a loud squeaking noise.

"By whom?" Trixie said curiously as she lifted her head up to look at the older prison guard.

"Somepony filed a case for you with the royal siblings, other than that, I don't know, but they must be real close to the royal siblings if they could plead a case for you that fast" he answered.

"Twilight Sparkle" she whispered to herself as the guard grew impatient.

"Are you gonna leave or should I just let you serve the rest of your time" he asked sarcastically.

"I'm coming, calm down" she groaned as she hopped up from her seat and put on her black heels. She left the cell and was escorted outside by two different guards. "See yah later fellas" she waved as she walked down a stone stairwell that led out of the side of a mountain down to the streets below. "I have to go see her" Trixie said to herself as she walked over to the train station, getting dirty looks from others as she passed by. "One ticket to Ponyville" she asked with her face hidden behind the shadow of her hat.

"I doubt you will receive a warm welcome there Trixie" the stallion behind the glass booth said in a snickering tone.

"I don't expect one" she said as she threw the bits down on the counter right before she picked up the ticket. "Have a nice day" she said as she walked onto the train that started to move right after she entered a car with only three more passengers on it. She sat down in a seat near the front so she could leave the car quickly after the train arrived. She used a spell to change her outfit into a black long sleeved sweater with a knee length black skirt and a cloak around her. "I don't even know how I am to do this" she sighed as she closed her eyes and drifted off into a deep sleep.

Hours past and the train let its whistle blow as it screeched to a stop at Ponyville Train Station. Trixie slowly opened her eyes and lifted her head off the window it was resting on. She let out a yawn and slowly stood up from her seat and proceeded to exit the train car. She pulled the hood up on her cloak to cover her face so she wouldn't be recognized until she got to her destination. She made her way through the busy streets, passing a construction zone with another lightning pillar being constructed in the center. She looked up at the large pillar, so close to completion, staring at it in awe. She noticed a pink aura around the device, which seemed to be making the workers work at an extremely fast pace. "Amazing" she said under her breath as she looked over to see Twilight on a pedestal in a meditating position with her horn glowing pink. "She has grown so strong in such a short time" she smiled. "I guess I better do what I came here to do" she sighed as she walked over to Twilight, causing her to turn her head a bit and glance at the hooded pony and lose her concentration and for her to accidently make one of the earth pony workers walk off the edge of a scaffold.

"Crap!" Twilight said as she tried to activate a spell to catch him but stopped when she saw him hovering just inches from the ground with a light blue aura around him. Tears were streaming down the workers face as he was gently sat down on a nearby crate. "But who could have…" Twilight stopped herself when she looked over to see Trixie with the hood on her cloak down and her horn and right hand glowing bright blue. "Trixie? What are you doing here?" she said confused.

"Twilight Sparkle, the great and POWERFUL Trixie requests an audience with you" she said letting out a sigh of relief.

"Sure, just hold on a moment" Twilight said as she created a dirt clone of herself and sat it down where she was sitting on the pedestal. She then put her hand on its back and poured some magic into it; giving it color and making it continue the spell she was performing before Trixie arrived. "Ok, we can talk now" she said as she walked over to the amazed blue mare.

"Twilight, you remember awhile back when the great and pow….I mean I went crazy with power because of that alicorn amulet?" she asked only to be answered with a nod. "Well after that I kinda had to serve a small term in prison for enslaving the town, but I got bailed out early as you can see" she smiled sheepishly as she was getting dirty looks by the town folks.

"Yeah, but why did you come here?" Twilight asked curiously.

"Well I came to thank you for presenting my case to the royal siblings, without that I would still be in the royal Canterlot prison" she smiled.

"Oh yeah that, well after I brought that up with Celestia and Firestorm, they decided to free you since that thing corrupted you" Twilight said.

"There is also another reason I came here" Trixie said hanging her head. "I was wondering if you could *mumbles*" Trixie said.

"I'm sorry, what?"

"I said I was wondering if you could possibly teach me what you know on magic, so that I could get back on the road and perform again" Trixie said blushing from embarrassment.

"Sure, but under one condition" Twilight said holding up one finger.

"Sure, ANYTHING!" Trixie said enthusiastically.

"You can't go back to being a high and mighty blow hard, it's just not a likable way to be" Twilight said crossing her arms.

"You have the word of the great and powerful…" she stopped herself there when Twilight just raised a brow at her. "I mean, you have Trixie's word" she smiled.

"Good, because lessons start tomorrow morning at 7:00 sharp" Twilight said walking off.

"That early?" Trixie wined which caused Twilight to spin around and just look at her. "Yes ma'am, 7:00 sharp" she sighed.

"I've always wanted a student" Twilight said thinking to herself.


	17. Return of the King

Rainbow Dash and Twilight were working together on the final pillar in Canterlot town square. Rainbow Dash flew parts to different parts of the tower as they were needed and Twilight sat down casting the time acceleration spell on the tower and its workers. Spitfire stood up in the sky on a cloud pointing where the team of pegasi had to put the storm clouds for the activation of the tower. Trixie walked around the tower, scanning for anything that could fall off of the tower. Celestia and her brother and sister stood at the base of the tower, each of them smiling at the final and largest tower. Celestia and Luna wore the dresses they wore in public, while Firestorm wore his royal dress outfit with his sword and crown at his side.

"It seems that this whole incident hasn't been all bad, would you say baby brother?" Luna said.

"True, this whole ordeal has brought many ponies closer together, like those two for example" he said pointing at Twilight and Trixie. "Bitter rivals turned into close friends, it is quite a beautiful sight." He smiled.

"The tower is supposed to be completed in a few hours, then we can end all of this and things will go back to normal" Celestia sighed as she heard footsteps behind her. She turned to see Shining Armor walking closer to them with a short sword in one hand and a spell charged in the other. "Shining Armor, are you alright?" she asked as he looked up to show black crystals across his face and his eyes glowing red.

"What in Equestria is wrong with him?" Luna said taking a step back from him. Her saying this caught the attention of the others. Twilight looked over to see her brother acting strange and when she saw his eyes, she stopped her spell and teleported beside the royal siblings. Trixie saw that the pink aura around the tower was gone and she ran over beside Twilight to see what was going on.

"What's wrong with my older brother?" Twilight asked concerned.

"You foolish children" Shining Armor chuckled in a voice that was deeper than his own, and more sinister. "You thought I was gone? You thought I didn't have a plan B in case you managed to take my kingdom from me?" he laughed.

"That voice…" Celestia said shaking.

"What is going on down there?" Spitfire asked Rainbow Dash who was floating in the air beside her.

"I don't know, but this doesn't look good" Dash said. "We better go check it out" she said as she dived down to where everyone was.

"All of you! Keep moving those clouds and don't stop building that tower! The final transformation is 5 hours! Let nothing stop your work!" Spitfire ordered as she flew down and landed beside the others who were standing across from Shining Armor.

"This can't be, you were supposed to be destroyed!" Celestia said as Shining Armor laughed.

"What is wrong with my brother your highness?" Twilight asked worried as she saw the black crystals on his face.

"It's not your brother Twilight, its King Sombra" Celestia responded as the fabric of her dress wrapped around her body like armor and it hardened into steel with a sun shaped emblem on her stomach. Luna's dress did the same except with a moon shaped emblem on her stomach. "Somehow he managed to survive the blast from the crystal heart and posses your brother" Celestia said as she stood beside her sister.

"The spell I cast on your brother had two affects, one is that it blocked his magic, the other is that it put my parasitic crystals inside of his body, slowly absorbing magic, making me whole again. So I took over this body and continued to absorb magic until I can manifest my own body" Sombra smiled.

"I guess I will have to beat you before that happens" Firestorm said as he drew his sword in his right hand.

"Don't hurt him, he is still my brother!" Twilight said as Sombra began to laugh.

"Well I guess it is about time" Sombra said as he made Shining Armor's body collapse and a spirit like version of Sombra appeared and began to solidify into flesh. In his human like form, he stood 6 foot five in height and was large in his build. He wore chain mail armor on his legs and arms with plate armor on his chest and back. His gauntlets and boots were a combination of plate metal and leather and he had a blood stained sword at his side. His hair was long and black and he had a short beard on his gray skinned face. "I had planned to kill you with that fool's body, but I seems I will have the pleasure of doing so with my own hands" he smiled showing large pointed teeth.

"Shadow" Firestorm said as Shadowstorm appeared beside him in a blue, black and white version of what he was wearing with a sword in his left hand, mirroring the stance Firestorm was making.

"Finally we get to fight someone, it's been way too long" Shadow chuckled as he looked at Sombra with his black and red eyes.

"We better take this battle somewhere else; I don't want to destroy my new kingdom just yet" Sombra said as he teleported himself and the others to a wide open plain, black clouds and red sky hung overhead and bones covered certain areas of the ground.

"Where the hell are we?" Spitfire said looking around.

"We are in the chaos realm" Luna said. "A dimension created by the unicorns of old for high level duals, here there is no need to hold back" Luna said as she held out her hand and a large staff appeared in front of her. The pole was a light blue and on top of it was a silver moon shaped blade on top of it. Celestia held out her hand and a white staff with and orange sun shaped disk on the top of it appeared. The rays of light that were designs around it were a darker shade of orange and each one was a razor sharp blade.

"There is no way that he can handle all of us at once" Trixie snickered as her horn and hands began to glow a light blue color as she and Twilight charged up a spell.

"Come on Rainbow Dash, let's keep this guy occupied" Spitfire said as she tossed her shades down to the ground and sped off right as the glass in them shattered. Dash flew right behind her, both of them with fist pulled back to hit Sombra, only to be tossed back by a telekinesis spell.

"You two are mere flies compared to me" Sombra said as he picked them up and threw them into a dead tree, knocking them both out at once.

"Dash!" Firestorm cried out as he gritted his teeth in anger. "You bastard, I'll kill you!" he yelled as Shadow smiled at the bloodlust in his voice.

"Keep a level head baby brother! Don't let your emotions cloud your judgment!" Celestia ordered. By this time, Twilight and Trixie had fully charged their spell and a large ritual circle floated in front of each of them and they let a large burst of condensed magical energy at him in the form of pellets.

"Got him!" They both cheered as the dust around Sombra cleared and he stood there unscathed with a smirk on his face. "How is that even possible!?" Trixie asked as the three royal siblings walked between them and Sombra.

"Your highnesses, what are you doing?" Twilight asked as the three of them and Shadowstorm stood ready for combat.

"This guy is too high of a level for you to have any effect, even with what Firestorm taught you, leave this to us Twilight, it will all be over soon" Celestia smiled warmly to her as she held out her staff in front of her. "King Sombra, as the eldest of the royal siblings and the ruler of Equestria, I hereby sentence you to death" she said as she slammed the base of her staff down on the ground causing a loud bang noise.

"This is gonna be good" Shadow smiled evily with his sword over his shoulder.


	18. Sacrifice

Celestia, Luna, Firestorm, and Shadowstorm all stood with weapons ready, waiting for Sombra to make a move. "I'm gonna kill you for what you did to my friends" Firestorm growled as he threw off his dress uniform and was standing in a uniform of carbon fiber armor. It was a one pieced outfit that went from his neck, all the way down, covering his feet. His wings and tail hung out of holes cut into the back of the uniform which had a plate like armor style to it. His chest and abdomen were covered in a thicker metal alloy and his back was as well. It had a black and red design to it and a red fireball in the center of his chest and thin but strong titanium gauntlets, boots and shoulder guards.

"What in Equestria is that thing?" Trixie said as Firestorm conjured up a second, smaller katana shaped blade in a black sheathe on his side. He drew it and held it reverse in his left hand, with his other sword in his right hand.

"This is a high density combat suit, weighing exactly 5 pounds total, it is the lightest and strongest form of armor that Tinker has ever designed" Firestorm said as Shadow tore off his own dress uniform and was wearing the same suit, only it was white and blue in design with a white sheathe on his side.

"None of that will make a difference" Sombra said as he clasped his hands together and two large glowing ritual circles appeared and floated on each side of him. "Come forth!" Sombra said as a large, overweight, dark blue ogre with a fur loincloth and large wooden club stepped out of the one on his right. A large dark claw came from the second circle and not one, but 3 reptilian heads with extremely long necks came out and so did the rest of the creature, revealing itself to be a large red hydra. "You won't be able to even get close to me with these two protecting me" Sombra smiled as he crossed his arms.

"Twilight" Celestia said in a serious tone. "Take Trixie and create a protective barrier around Rainbow Dash and Spitfire, this is our fight" she said as the sun on the end of her staff began to glow bright orange. Twilight followed this order and ran over to her unconscious friends and the two unicorns put up a small but extremely powerful barrier around them. "Luna and I can handle the Hydra, you and Shadow take care of the chief ogre" Celestia said to Firestorm who just nodded and picked up Shadow with a skeletal hand and drew back.

"What the hell are you doing?" Shadow yelled.

"Just trust me!" Firestorm said as he hurled Shadow at the troll, causing him to hit the beast's large gut, knocking the breath out of him. The ogre fell to its knee and Shadow jumped back from it and flipped both swords around and ran at the Ogre's legs With Firestorm right behind him. "Slash its tendons!" Firestorm said as he and Firestorm mirrored each other's moves exactly. First they slashed the beast's Achilles tendon, causing blood to splatter out on them, as they then slashing its armpits so it couldn't use its arms.

"Finish it!" Shadow said as he slammed into the beasts back, causing it to fall down on its face. Firestorm threw both of his swords into the beast's chest, getting them stuck in the flesh, but not as deep as the swords could go. He jumped down and planted both feet on the bottom of the swords, plunging them into the ogre's chest, causing it to scream in pain as it fell over limp. Firestorm pulled out his swords and flicked the blood from the blades. "Ogres always were slow and dumb, a poor choice for a summoned creature" Shadow snickered.

At that same time, Celestia and Luna stood on top of the defeated Hydra. All three of its heads had been cut off and the wounds were burnt shut so no more heads could grow back, just leaving little stubs. "That was easy" Luna smiled as Sombra grew irritated.

"You fools are mocking me?" Sombra said with an eye twitching as he saw Firestorm put on his crown of destruction.

"Let's just shut this guy up already, I wanna go home and take a nap" Shadow said smiling.

"Alright, you guys know what to do!" Celestia said as she and the others stood on four different sides of Sombra.

"What are you up to?" Sombra chuckled.

"Putting you away" Luna said as she, Celestia, Firestorm, and Shadowstorm clasped their hands together and a four pointed star appeared around Sombra and began to glow a bright white color. "This is the ultimate sealing spell of the royal siblings, it will drag you to the fourth dimension where you will spend the rest of eternity in loneliness, floating through a void of madness" Luna smiled as white chains shot up from the star and wrapped around Sombra, slowly pulling him into a dark void.

"They got him!" Twilight cheered as Sombra began to climb back out of the void.

"Putting up a fight?" Shadow said as more chains began to pull him down.

"I will not…" Sombra began to speak "LOSE HERE!" he shouted as the chains around him shattered like glass as his skin was replaced with black crystal and he grew in size to where he was 4 times taller than Celestia and resembled a pony with a dragons tail and head.

"That's impossible!" Celestia said as the beast looked at her and glared right before it swung its massive tail at her. It hit her right in the stomach and sent her flying several hundred yards, breaking both wings and several bones, making it impossible to move. "What has he become?" she strained to say as she looked up with blood coming from her nose and mouth.

"Tia!" Luna screamed as she shot blast after blast of magic at Sombra, having little affect on him.

"Pesky fly" Sombra said as spikes made of black crystal grew from his tail. He flicked his tail and the spikes shot out and pierced Luna in both arms and legs, sending her into a rock and pinning her to it. The alicorn mare screamed in pain as blood poured from her wounds.

"LUNA!" Firestorm shouted as he swung his sword, hitting Sombra in the face, only to have both of his blades shatter on impact with the monster's crystal face. "Damn it!" he said as he jumped back and land beside Shadowstorm who had dropped both of his swords and just chuckled.

"So it looks like we have to fuse for this one" Shadow chuckled as Firestorm put his hand on his back and absorbed him into his body.

"It seems that way" Firestorm said as his mane and tail grew longer and turned purple. And second pair of wings shot from his back and rested with the other pair. His eyes turned black and his iris turned a deep red color as his teeth grew sharp like knives. "I will end you Sombra" he said in a voice that was a mix of his own and Shadow's.

'The magic coming from this guy is unbelievable, I can't beat him even in this form, but maybe I don't have to' Sombra thought to himself as he looked over at Twilight and Trixie and roared, shattering there barrier.

"He shattered it with his voice…" Twilight said in terror as Sombra opened his mouth and several large crystal spears shot out at Rainbow Dash who was still out cold.

"I will break you by killing the one closest to you" Sombra smiled as he saw Firestorm flying right beside the spears.

'You idiot, just use a spell to block the spears!' Shadow yelled at him inside his mind.

"No time" he said as he stood with his back to the spears, standing in front of Rainbow Dash. "I'm sorry" he said as the five spears pierced through his armor and stuck out of the front of him. One spear stabbed in his lower back, coming out of his stomach. Two pierced both of his lungs and stuck out of his chest white the other two pierced his liver and heart, causing him to cough out blood. He fell to his knees and supported himself with both hands. He looked up at Rainbow Dash to see that she was alright and he smiled and coughed up a little blood on her face, causing her to slowly open her eyes. Her vision was blurred at first but soon she clearly saw into the black and red eyes of the stallion you sacrificed himself to save.

"F-Firestorm!" Dash cried out as she saw the large spears coming from his back and chest. Blood ran from his mouth as he smiled weakly at her. His transformation wore off and he and Shadow separated and Shadow was lying on his back looking over at Firestorm who was beside him on all fours.

"You damn fool" Shadow said in a strained voice as cracks began to spread across his skin and bits and pieces of his body began to fall off and crumble into ash. Shadow turned into a pile of ash and blew away in the wind as Rainbow Dash held Firestorm in her arms.

"You idiot, why did you sacrifice yourself to save me!?" she shouted at him only to have him chuckle a bit and cough up more blood.

"Because you mean everything to me" he said putting a bloodied hand on her tear stained cheek. "I realize I could have brought you back to life, but I wouldn't be able to live with myself if I let you die" he said wiping a tear away from her face. He turned his head towards Twilight and motioned for her to come closer. "Twilight, it's all up to you now, the fate of the world rests on your shoulders" he said taking his crown from his head.

"Firestorm I…" Twilight was cut off by Firestorm putting a finger over her mouth.

"This is my final gift to you, use it to beat Sombra, for I know you are the only one who can" he said putting the crown of destruction in her hands. "After you beat him, use the crown to take all of us back to Canterlot and order Tinker to activate the towers" Firestorm said as he looked back at Rainbow Dash. "Goodbye my love" Firestorm said as he kissed Rainbow Dash on the lips, staining her lips with his own blood right before his body went limp and his mane and tail turned black, falling over his face.

"Firestorm?" Rainbow Dash said shaking him. "FIRESTORM!" she screamed as she pulled the spears from his body, tossing them to the side. Rainbow Dash held his body close to him and started to cry into his blood soaked chest. Luna and Celestia looked over to see what had happened and when they saw their brother not moving, tears filled their eyes.

"He's…gone" Celestia said crying.

"He was a fool to sacrifice himself to save you" Sombra laughed.

"Shut up" Twilight said as the earth beneath them began to shake as Twilight stood to her feet. "Just shut the hell up!" she screamed as her hair turned dark green and stuck out in a spike like style. Her eyes turned black with green irises. Her teeth grew sharp and jagged and she slowly lifted up Firestorm's crown and put it on her head, causing a black aura to appear around her as little white particles from the bones around her began to attach to her body. They began to form an armor like substance as a skull shaped mask formed around her head with two large horns on it and sharp teeth. "Rainbow Dash, Trixie, I am going to send you back to Canterlot, hurry up and finish the tower and get ready for the transformation" Twilight said in a sinister like voice as she looked back at them. "Take Firestorm's body with you, keep it safe, and take the princesses with you also, I don't want them to get caught up in this" she ordered as Rainbow Dash sat down Firestorm and flew to pick up both of the Princesses, soon getting them in the circle with the rest of the group.

"Twilight" Celestia said. She looked back at her teacher with the skull shaped mask on her face. "Make him pay for what he has done" she said as Twilight nodded and teleported them away.

"I promise you this Firestorm" Twilight said as she picked up the broken sword that the alicorn once wielded. "Your sacrifice will not be in vain!"


	19. Free from Two Curses

Sombra shrank back to normal and shed his crystal like skin and held his sword in hand. "You heard what Celestia said, I am too high a level for you to beat" Sombra smirked as he saw more particles of bone floated to her and melded to her skin like armor. Down her left arm were six gem holes, from the top down they were shaped like a butterfly, diamond, balloon, apple, then lightning bolt, and on the back of her hand was a hole for a gem shaped like her cutie mark. The particles of bone finished melding to her and finally she had a full set of woman's armor that covered most of the skin on her body. The tips of her finger were sharp like claws and Firestorm's crown stuck through the top of her skull shaped mask, with her bright green hair flowing out of the back and her horn out of the front.

"You possessed my brother, hurt my friends and teacher, and you killed one of my mentors" Twilight said as the earth around he began to shake and a large katana made of bone and steel shot up from the ground and into her hand. "For what you have done, I will never forgive you!" she screamed as some of the bone shards on the back of her armor formed into wings.

"Then bring it on little girl" Sombra said as he readied his sword in his hands. Twilight flew at him and began to slash left and right at him, only to have each attack blocked by either his sword, or crystals he conjured up from the ground. Twilight managed to scratch Sombra on the cheek to where a little bit of blood leaked out. After seeing this, she smiled and jumped away from him with a small amount of blood on the tip of her sword. "All that and all you could manage to do was cut my cheek? Pathetic" Sombra chuckled until the side of his face began to burn. "What the hell?" he said in pain as he fell down to his knees holding the spot on his face that was slowly turning green.

"Tell me Sombra, do know what bones make up the blade of this sword?" Twilight said holding out the blade. "One of the fangs of the Grand Serpent of the Everfree Marsh was carved into a blade that could kill with one cut, the venom of the guardian creature was so potent, that it could burn through metal faster than acid, but in living beings, it has a different affect" she smiled. "There are three stages to the poison, the first is an excruciating burning sensation throughout the infected area, the second is the loss of feeling throughout the body, and finally, all the organs rupture and fill with blood, causing a painful death" she said as she dropped the sword into the ground, shattering it and sending the little particles floating in the breeze. "You've already lost Sombra" she said turning her back to him.

"You bitch" he coughed as he stood to his feet. "How dare you turn your back to me! Thinking you will win that easily is pure arrogance!" he said as his sin began to crack and fall off, revealing a new, healthy body beneath it. He broke free from the poisoned skin and panted as he picked up his sword in his hand.

"A crystal coat of armor huh? Impressive" Twilight smirked as she held out her right arm and it began to glow. "I am going to end this here, for my friends, and for Firestorm!" she said as six gems appeared and began to circle her arm. Each one went into the gem hole that matched its shape and soon she had all of the elements of harmony lining her arm which was glowing with a rainbow like aura.

"Those can't be what I think they are" Sombra said as he took several steps back.

"The elements of harmony, and the crown of destruction combined give me the power to destroy and create anything I desire, so I am at the level of an alicorn or higher at this point" Twilight smiled as she began to walk forward towards Sombra. The unicorn king fell to the ground in fear at what Twilight might do to him at this point with her new power. "What's the matter, scared?" she snickered at him.

'I can't give up here, I have come too far to quit now!' Sombra thought to himself as he stood to his feet and he clasped his hands together, prepping one last spell in an effort to survive.

"You still have some fight left in you huh?" Twilight said as a black aura formed around Sombra as he he began to grow in size, up to the point to where he was 30 stories in height. Black crystals covered his skin as he went down on all fours and began to change into what resembled a crystal dragon with glowing green eyes. "Wow" Twilight said as she flapped her wings and shot up to where she floated in front of his massive face.

"Let us settle this here" he growled as green fumes came from his nostrils.

"Fine by me" she smiled as the element of honesty began to glow on her arm. She flew at him and round housed him in the side of the face, cracking a few crystals and sending the Sombra flying through the air and into a large mountain. Sombra opened his mouth and shot crystal spears at her, larger than the ones that he used to kill Firestorm. The element of loyalty began to glow and time seemed to slow to Twilight. She dodged each spear as they came flying at her, almost in a teleporting type of manner, at least that's how it seemed to Sombra. Sombra extended his tail and swung it at Twilight, using at a flail. The element of laughter began to glow and as the tail hit her. She went flying a mile or two through dirt and rock, leaving a long trail as she went. She stopped sliding and was lying on her back in a large crater…laughing.

"Is she…laughing? I had to have broken several bones with that hit and she is just shrugging it off like it's nothing" he growled as he grew two large wings made of crystal and flew over to where she was. He landed and saw her still chuckling as she brushed the dust off of herself.

"Is that all you got?" she smiled underneath her skull mask. Sombra roared at her and she stood her ground. "I really need to be heading back now, I don't wanna be late" she said as the element of kindness began to glow. The ground below her shook and two large insect like creatures with hundreds of long legs and slime dripping from their mouth, shot out and wrapped around Sombra, restricting any movement, only knocking him on his back.

"You little brat!" he roared as she flew up in the air above him and hovered as the element of generosity began to glow and so did the eye holes on her mask. She saw a large spot in the center of Sombra's dragon form's stomach that was weaker than the rest of his body.

"Found your weak point" she smiled as she held up her right hand and the element of magic began to glow, creating a large purple-pink disc above her. It changed its shape into a star with six points on it, resembling Twilight's cutie mark. "This is the end" she said as the disk tripled in size, right as she threw it at his weak point on his chest. The insects around Sombra retreated into the ground right before the star shaped disk hit the weak point in his crystal skin.

"Damn it…" he said as the crystal skin he conjured up began to shatter and there was a large gaping hole in the stomach of the crystal dragon. Sombra was in the center of the hole, connected to the dragon by crystal like veins and nerves attached to his skin. His armor was gone and he lie inside the beast naked, except for a patch of cloth covering up his crotch.

"And now for the final blow" Twilight said as she held up her right hand over her head, causing the crown of destruction to glow as a large ball of purple energy began to form over her. The black clouds in the sky retreated as the ball grew larger and larger. Twilight felt a hand on both of her shoulders and she turned to see a spectral version of Firestorm to her left and a spectral version of Shadowstorm to her right. They were both in their armor they had on when they died. Firestorm was smiling at Twilight while Shadow was crossing his arms and smiling with his eyes closed. Both of them lifted up their hands and poured their magical power into the sphere, causing it to grow 7 times large in size. Soon a fire like aura came from the sphere as it turned a bright white. "Fade away into ashes" Twilight said to Sombra as she shot the large ball of energy at him. The crystal skin of the dragon shattered and turned to ash as Sombra stood looking up at Twilight, screaming with his arms outstretched as his skin peeled off, showing every muscle and tendon in his body. Soon those burnt away and all that was left was a skeleton that was slowly turning black as the energy ball faded away, leaving behind an enormous crater which was several miles in diameter.

"It's finally over" Twilight said as her mane and tail returned to normal and the boner armor broke away from her body, except for her right arm where the elements of harmony were. She looked at the charred black skeleton of Sombra to see it fall apart as a light breeze hit it. Twilight looked behind her to see Shadow and Firestorm smiling at her as they faded away. "Thank you guys" she said as she opened a portal to Canterlot and stepped through with her skull mask still on her head.

Meanwhile in Canterlot, Rainbow Dash cradled Firestorm's body in her arms, crying over his death. Applejack, Rarity, Fluttershy, and Pinkie Pie all stood around her and they began to cry also. "Damn you Sombra" she sniffled as Tinker walked over to them, followed by Spitfire who was walking with a limp.

"The princesses will recover soon, but if Twilight doesn't return soon, we will be stuck in human form forever" Tinker said as he heard footsteps behind him. He turned to see Twilight stepping from a portal with the elements of harmony and the crown of destruction on her head as well as he skull mask. "Twilight?" Tinker said as Fluttershy hid behind Applejack after seeing Twilight's scary mask.

"It's done" Twilight said as she tore off her mask, throwing it to the ground, breaking it into pieces.

"Equestria has been saved once again by you my student" Celestia said as she hobbled closer to them on crutches, covered in bandages.

"Celestia! You should be in bed back at the palace!" Tinker said to her.

"I came to see the return of my faithful student" she smiled at her. Her smile turned to a frown as she looked down at her dead younger brother. "In in our victory, there is still a great loss" she said with tears running from her eyes. Tinker walked over and picked up Firestorm from Rainbow Dash's arms and laid him down on the ground in front of him. He tore off his right sleeve and showed his mechanical right arm. "What are you doing Tinker?" Celestia asked as Tinker's arm changed into hundreds of surgical tools, each one funneling parts of his own body into Firestorm, repairing the organs that have been destroyed. Tinker began to cough up blood as he finished repairing Firestorm's body.

"What are you doing!?" Twilight screamed as she ran over to tinker to see him laughing a bit.

"I owe my life to Firestorm; he was the only one who ever believed in me and my inventions, the only one who ever acknowledged me. Before the great Hell war, I was living in poverty and he helped me, fed me, and took care of me. He funded my research and was always there if I needed anything, in a way, he is like family to me, and it's time I return the favor" Tinker said as his arm returned to normal and a bright green ball of electricity formed in his hand, about the size of a baseball. "After I do this, activate the device and change every pony back to normal, so we can end this curse" Tinker said as he moved the sphere closer to Firestorm's chest.

"The spark of life" Celestia said getting Twilight's attention.

"What is that?' she asked her teacher.

"Tinker is going to sacrifice his life, to bring back Firestorm, restarting Firestorm's immortal flame of life" she said seeing that Twilight and the others were confused. "The alicorns life span is far longer than a normal pony's, much like a fire lasts longer than a spark. All that is needed to start the fire again, is a spark" Celestia said as Tinker pressed the ball of electricity into Firestorm's chest, causing his heart to start beating again, and his eyes to shoot open as he gasped for air.

"Now!" Spitfire ordered the pegasi on the clouds above the main tower. All of them jumped on the clouds and a single bolt of electricity, causing the machine to glow and fire beams of light in every direction, hitting every other tower in Equestria, activating them and firing out smaller beams of light, hitting every pony in the country all at once, slowly changing them back to normal. Clothing burnt off of every pony and they all returned back to their normal selves.

"We're normal again" Rainbow Dash said looking at her hooves and then at Firestorm who was standing up, looking down at Tinker's body which had not changed back to normal due to him being dead.

"Thank you old friend" Firestorm said as he closed Tinker's eyes with his hoof.

Weeks passed and life pretty much returned to normal, minus the giant towers that had now become monuments in each city they were in. Firestorm visited the Canterlot cemetery frequently and would stand for hours just staring at a large tombstone with a gear shaped carving on top of it. Across the face of the stone was written,

"Sir Tinker III

friend, inventor, and hero.

Even with the mistakes of the past, we will never stop pressing forward".

Firestorm pulled the handgun Tinker carried with him during the human transformation from his saddle bag and sat it down on the foot of the stone next to a pot of flowers and three candles. He smiled and began to walk past graves of heroes of times past until he left the cemetery. He stepped out from under the glass ceiling of the cemetery and through the wooden doors, guarded by two royal guards. Twilight and Dash stood outside waiting for him in the warm sun on a beautiful day. He smiled and walked with them, thinking of his freeing as Toby slithered from the bushes and rode on Firestorm's head.

"I still can't believe it" Twilight said. "That curse was all because of a gem that Spike dropped in the circle by mistake" Twilight chuckled.

"Well mistakes happen, and besides, even if he didn't do it, Sombra would have still come after us" Firestorm said wrapping his tail around Rainbow Dash's.

"I have been giving him the silent treatment for almost a week now, I think if I keep it up he is going to go insane" Twilight chuckled.

"It's not his fault Twilight, all of this is my fault, I shouldn't have forged that letter" Firestorm said right before Rainbow Dash hit him on the back of the head.

"You're damn right you shouldn't have!" she yelled at him as Twilight began to laugh.

**Well after so many months of writing, this story is finished. Leave your reviews please! Seriously, review this thing. Anyway I hope to write again soon but until then, keep calm and carry on being a brony all of you! /)**


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